 TENDER OFFER RESULTS and TOTAL VOTING RIGHTS
Following the close of the Tender Offerat 1:00 pm (UK time) on22 January 2025, the Company is pleased to announce the results of the Tender Offer, details of which were set out in the Circular published by the Company on 19 December 2024.
Tender Offer
The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 6,153,846 Ordinary Shares, representing approximately 21.8 per cent. of the Company's issued share capital as at the Tender Offer Record Date, at a Tender Price of £19.50 per Ordinary Share.
Under the Tender Offer, valid applications to tender shares were received in respect of 9,198,383 Ordinary Shares, equal to approximately 32.6 per cent. of the total number of Ordinary Shares in issue as at the Latest Practicable Date. Accordingly, all valid tenders of Shareholders' Basic Entitlements have been accepted and will be purchased in full. Additionally, in accordance with the terms and conditions of the Tender Offer as set out in the Circular, all Excess Tenders have been scaled back pro rata to the total number of such Ordinary Shares tendered in excess of the Basic Entitlement and the aggregate of such Excess Tenders. As such, a total of 6,153,846 Ordinary Shares will be purchased under the Tender Offer and subsequently cancelled on 29 January 2025.
The total value to be returned to Shareholders pursuant to the Tender Offer will therefore be approximately £ 120 million. Payment of the consideration due to Shareholders whose tender applications under the Tender Offer have been accepted will be despatched (by cheque or by a CREST payment, as appropriate) on or before 29 January 2025. As there is no surplus to be returned to Shareholders following the closing of the Tender Offer the Company will not be declaring a Special Dividend.
Related Party Transaction
Mrs Juliana Conlon has participated in the Tender Offer in respect of 1,561,162 Ordinary Shares, representing approximately 41.05 per cent. of her shareholding as at the Tender Offer Record Date.
Mrs Conlon is a substantial shareholder of the Company as defined in the AIM Rules for Companies. The participation in the Tender Offer by Mrs Conlon is deemed to constitute a related party transaction under AIM Rule 13.
The board of directors of the Company, having consulted with the Company's Nominated Adviser, Investec Bank plc, confirms that it considers that the terms of the Mrs Conlon's participation in the Tender Offer are fair and reasonable insofar as Shareholders are concerned.
Total Voting Rights
Following the implementation of the Tender Offer and the cancellation of the 6,153,846 successfully tendered Ordinary Shares due to take place on 29 January 2025, the total number of voting shares in FD Technologies in issue will be22,084,855.
Glad to see they made a specail deal for Julia Conlon |
Offer in@£19.50
On 19th December 2024, FD Technologies Plc (FDT) announced a proposal to return of up to GBP 120 million to shareholders by way of a purchase of up to 6,153,846 Ordinary shares.
The Tender Offer is subject to shareholder approval at the General Meeting of the Company to be held on 15th January 2025.
The Company will ensure the repurchase of a shareholder's Basic Entitlement in the Tender Offer of up to 21.8 percent of their holding. Tenders in excess of the Basic Entitlement of 21.8 percent will only be satisfied to the extent that other shareholders tender less than their Basic Entitlement or do not tender at all. The company may scale back Excess tenders above basic percent.
As your FDT shares are held through a nominee, we treat any elections to tender at the nominee level. This means they might reduce your election more or less than they would with an individual shareholder. The scaling back process follows FDT's instructions, and we don't have control over how it affects your shareholding.
The Company will announce the result of the Tender Offer on 24th January 2025.
If you decide to tender your FDT shares, we expect to credit the cash to your account on or after 29th January 2025.
We'll return any shares not successfully tendered to your account on or after 29th January 2025. If you decide to tender some or all your shares, we'll tell you once we credit the proceeds from the successfully tendered shares.
If you make an election, after our deadline, your shares will be held in a safekeeping account awaiting completion of the event. You won't be able to see them on your account and you won't be able to sell them. If the event doesn't complete for any reason, they will be returned to your account.
If you're sending your election to us in the post, it needs to arrive with us before 17th January 2025. We can't accept any late elections. You can call us before the deadline to put your election through by phone.
Before deciding, consider all relevant factors, including the current share price and potential tax implications. If you need more information, consult a professional advisor.
If you want to find out more, please visit the FDT website at hxxps://fdtechnologies.com/ |
Well this looks like a share buyback. I wonder who will benefit the most from this? |
any idea when? Pass, but I assume quite soon now that the divestment has completed. |
Wonderful any idea when |
How much per share? ca. £4, via tender offer topped up by special divi. |
How much per share will we get |
3rd December 2024
COMPLETION OF Divestment of First Derivative
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) is pleased to announce that the sale of First Derivative to EPAM Systems, Inc. has completed, pursuant to the terms previously announced by the Company on 7 October 2024. |
Thats me out...nice run from £8 to £20...may go higher but a lot of road between now and getting Kx to cash positive...may enter again here in 2027 if they look like delivering that |
FDP – FD Technologies
3*
FD Technologies posted H1 numbers which were in line with expectations. This reflected strong performance from KX where revenue increased 5% to £39.5m, with annual recurring revenue up 8% reported, or 10% at constant currency, to £74.6m. First Derivative revenue, on the other hand, was softer at £78.8m which was down by 2% compared to H2 FY24, but still reflected a resilient performance against anticipated ongoing challenging market conditions...from WealthOracle
wealthoracle.co.uk/detailed-result-full/FDP/1018 |
2nd Dec and this becomes a fast growing pure play tech SaaS company rolling out across systemic growth sectors of the tech economy...AI, Data centres and Industrial Automation |
Top up Time? |
14 November 2024
FD Technologies plc
("FD Technologies" or the "Group")
Proposed Divestment of the First Derivative Business - Satisfaction of Conditions
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) is pleased to announce that all conditions precedent to completion of the sale of the First Derivative Business to EPAM Systems, Inc. (the "Divestment"), as further described in the announcement in respect of the Divestment dated 7 October 2024, have been satisfied. The Divestment is expected to complete on or around 2 December 2024. |
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) announces that the Resolution put to Shareholders at the General Meeting of the Company held earlier today to approve the sale of the First Derivative Business to EPAM Systems, Inc. (the "Divestment") was duly passed. The Divestment remains subject to certain other conditions set out in the Company's announcement on 7 October 2024 and is expected to complete in the fourth quarter of 2024.
Voting was conducted by way of poll on the Resolution proposed at the General Meeting. The number of votes for and against the Resolution put before the General Meeting, as well as the number of votes withheld, were as follows:
Resolution
Votes for
%
Votes against
%
Withheld
Total votes
Approval of the Divestment
20,435,660
100.00
128
0.00
0
20,435,788 |
think they will hold back about £60m for Kx investment, £20m to repay debt, leaving £150m for special divi.....leaving Kx behind well funded, profitable and with likely revenue > £100m in FY25 .... put a 10x revenue on that and re-list on NASDAQ for a billion |
I'm hoping for a special dividend of 3 or 4 pounds here and the share price staying over 14. Is a relisting in USA on the cards? As a pure software company it could easily be valued as double in the us |
Well what a turn up
FD Technologies plc
("FD Technologies", the "Company" or the "Group")
Proposed Divestment of the First Derivative Business, trading update and notice of GM
- Successful conclusion of structure review to best position the Group to drive value for all stakeholders
- Intention to return excess cash to shareholders
- FD Technologies to be a pure play opportunity on AI-driven innovation through KX
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) announces that it has entered into an agreement to sell the Group's First Derivative Business to EPAM Systems, Inc. ("EPAM" or the "Purchaser") for an enterprise value of £230m (the "Divestment"). The Divestment is expected to complete in the fourth quarter of 2024, subject to shareholder approval, amongst other things.
Highlights
Thebenefits of the Divestment are that it:
·
provides the optimal organisational structure and allocation of capital to drive value for shareholders, as determined by the Group's structure review, announced in March 2024
·
enables the Company to focus on KX, the part of the Group with the largest value creation potential, and provides funding for KX to become cash generative, with the resources to execute on the exciting growth plan in its target markets achieves an attractive valuation of £230m for the First Derivative Business generates synergies for KX through a partnership with EPAM to provide professional services capabilities in key markets provides a platform for the First Derivative Business within a global professional services company with the scale and resources to support its growth ambitions
enables the repayment of the Group's net debt, amounting to approximately £20m on 31 August 2024
facilitates the return of excess cash to shareholders, details of which will be communicated at the time of interim results in November 2024. |
so they sell the consulting business for 1.5x revenues (c £250m), pay down £15m of debt, return £150m to shareholders and keep the other £85m for a big investment behind the profitable Kx (Rev £79m) which is growing at double-digit rates and becomes a beautiful high margin recurring revenue software play on big data/AI....delist Kx from AIM and bring it back on NASDAQ in 18 months for a valuation North of $1bn |
I sold most at 13 and bought wgs in US at average 3 dollars. Now over 20. When you management is inept and unaccountable together with nepotism it's time to bail |
Con - touching cloth - good call |
mwaaahhh - I hold more than that,
Ryan Preston that on 8 March 2024 he purchased 1,735 Ordinary shares of 0.005p each in the Company at 1,200p per share.
but at least its a sign eh
I see Jeffries are muddying the water |
meaningful dir purchase |
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