FD Technologies Proposes Significant £120 Million Return to Shareholders

FD Technologies Announces Tender Offer for Shareholders

FD Technologies plc has unveiled an exciting proposal to return up to £120 million to its shareholders. This initiative follows the successful sale of its First Derivative Business to EPAM Systems, Inc. As part of this plan, the company will execute a tender offer, allowing shareholders to sell their shares back at a premium price.

Details of the Tender Offer

The proposed tender offer will enable the company to buy back up to 6,153,846 ordinary shares, priced at £19.50 per share. This reflects a 3.7% premium compared to the closing price noted on a specific date, and it’s also 2.2% higher than the volume-weighted average price from the five preceding trading days. These terms present a valuable opportunity for shareholders to engage.

Shareholder Approval and Meeting Schedule

The tender offer is contingent upon shareholder approval, which will be sought during a general meeting set to take place on an upcoming date. If approved, this initiative is expected to affect approximately 21.8% of the company's issued share capital on the record date of the tender offer. Once shares are acquired through this offer, FD Technologies plans to cancel them.

Directors' Recommendations

In a show of support for this initiative, the directors of FD Technologies have recommended that all shareholders consider voting in favor of the tender offer resolution. They are aligned in their intention to support the tender offer, though they will not be participating with their own shares.

Timeline for the Tender Offer

The tender offer is expected to open at the end of one business day and will conclude a month later. Shareholders who successfully tender their shares can anticipate receiving payments shortly thereafter, within the same month. This clear timeline helps stakeholders plan accordingly.

Ensuring Inclusivity for All Shareholders

FD Technologies is keen to highlight the various advantages associated with this tender offer. Shareholders are afforded the choice to participate and potentially reduce their holdings at a market-driven price that includes a premium, or they may prefer to maintain their investment within the company. Importantly, the offer is designed to be inclusive, welcoming all qualifying shareholders regardless of the size of their holdings.

Contingency Plans in Case of Undersubscription

Should there be an undersubscription or if the offer does not proceed as planned, the company’s board has considered alternate options. This includes the potential for distributing any leftover funds of up to the £120 million total through a special dividend, further enriching shareholder value.

Communication with Shareholders

For those interested in the tender offer, FD Technologies is taking proactive measures to keep all qualifying shareholders informed. A comprehensive circular detailing the terms and conditions of the tender offer will be circulated. Additionally, shareholders will find instructions on how to participate both in the circular and on the company's website.

Frequently Asked Questions

What is the main purpose of the tender offer by FD Technologies?

The primary objective of the tender offer is to return up to £120 million to shareholders, allowing them to sell back their shares at a premium price.

How many shares will FD Technologies buy back?

The company plans to buy back up to 6,153,846 ordinary shares at a price of £19.50 per share.

What happens if the tender offer is undersubscribed?

If the tender offer does not meet the expected uptake, FD Technologies may distribute any unallocated funds through a special dividend.

When does the tender offer open and close?

The tender offer is set to open at the end of one business day and will close a month later, with payments for successfully tendered shares anticipated shortly thereafter.

How will shareholders be informed about the tender offer?

FD Technologies will provide a circular detailing the tender offer terms, along with participation instructions, directly to qualifying shareholders and on its website.

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