First Derivatives plc
(“FD” or the “Company”)
Placing of 1,177,003 new ordinary shares to raise £15.3m to accelerate Fast Data Opportunities
Exercise of share options
Notice of Shareholders’ General Meeting
FD (AIM: FDP.L, ESM: FDP.I), a leading provider of software and consulting services , is pleased to announce that it has conditionally placed 1,177,003 new ordinary shares of 0.5p each (the “Placing Shares”) at £13.00 per share, with a number of existing and new institutional investors to raise approximately £15.3m (the “Placing”).
The Placing has been undertaken by Charles Stanley Securities and Goodbody to satisfy strong investor demand following the announcement on 31 October 2014 that the Company had increased its shareholding in Kx Systems Inc. (“Kx Systems”) and the Company’s interim results to 31 August 2014 released on 5 November 2014. The Company confirms that trading for the year to 28 February 2015 remains in line with market expectations.
Use of Proceeds
The estimated net proceeds of the Placing of £14.7m will be employed to give the Company the flexibility to pursue certain additional growth opportunities which the Board has identified. The funds raised through this placing will be used to strengthen our market share in capital markets and to facilitate entry into new verticals through partnerships, acquisitions and the acceleration of our product roadmap.
Brian Conlon, Chief Executive Officer of FD, commented: “I would like to thank existing investors for their continued support and welcome new investors to the Company. Our recent investment in Kx Systems and preliminary market research in other verticals, strengthens our view that we can generate significant additional returns for shareholders by expanding our Fast Data offering beyond capital markets.”
Details of Placing
The placing price of £13.00 per Placing Share represents a premium of 0.8 per cent to the Company’s closing mid-market price on 11 February 2015 of £12.90 per share.
The Placing is being conducted in two tranches. The first tranche of the Placing (the “First Placing”) comprises 977,000 Placing Shares (the “First Placing Shares”), which have been placed utilising in full the Company’s authority to issue shares for cash approved by Shareholders at the last Annual General Meeting.
To accommodate the strong level of demand from institutional investors, the Company is also placing a second tranche of Placing Shares (the “Second Placing”). The Second Placing will require approval by Shareholders and the Company is therefore seeking authority from Shareholders to issue a further 200,003 Placing Shares (the “Second Placing Shares”) which have been placed conditional upon Shareholders passing a special resolution at a General Meeting to be held on 3 March 2015 (the “General Meeting”). Shareholders will be asked to grant authority to issue the Second Placing Shares (the “Resolution”).
Application has been made for the First Placing Shares to be admitted to trading on AIM and the ESM (the “First Admission”) and a further application has been made for the Second Placing Shares to be admitted to trading on AIM and the ESM (the “Second Admission”). The First Placing is conditional, inter alia, upon the First Admission becoming effective which is expected to be on 17 February 2015. The Second Placing is subject, inter alia, to Shareholders passing the Resolution and the Second Admission becoming effective which is expected to be on 4 March 2015.
The Company also announces the issue and allotment of 65,000 new ordinary shares of 0.5p each (the “Option Shares”) pursuant to the exercise of share options by two employees. The Option Shares have also been placed with an institutional investor, also at £13.00 per Option Share.
Application has been made for the Option Shares to be admitted to trading on AIM and ESM and it is expected that admission will take place on 17 February 2015.
The Placing Shares and the Option Shares will rank pari passu with the Company’s existing Ordinary Shares.
Upon First Admission (that is admission of the First Placing Shares and the Option Shares), the total issued share capital of the Company will increase to 22,643,584 Ordinary Shares. Upon the Second Admission (namely admission of the Second Placing Shares) the total issued share capital of the Company will increase to 22,843,587 Ordinary Shares. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a charge to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company will be 22,843,587.
Arden Partners acted as Placing Agent on the Placing.
The Resolution being proposed is to authorise the issue of the 200,003 Placing Shares proposed to be issued pursuant to the Second Placing.
A General Meeting of the Company is to be held at 10.00 a.m. on 3 March 2015 at 3 Canal Quay, Newry, Co. Down, BT35 6BP at which the Resolution will be proposed. Notice of the General Meeting, together with details of the Placing, are set out in a circular which has been sent to Shareholders. A copy of the Circular is also available on the Company’s web site www.fdtechnologies.com.
At the Annual General Meeting of the Company held on 26 June 2014, Shareholders passed resolutions in order (i) to grant the Directors authority to allot equity securities up to a maximum nominal value of £32,569 representing 6,513,800 Ordinary Shares and (ii) to disapply statutory pre-emption rights to allow the allotment by the Directors of equity securities for cash up to an aggregate nominal value of £4,885 representing 977,000 Ordinary Shares without the requirement for such equity securities to be first offered to existing Shareholders.
The placing of the First Placing Shares will utilise the authority set out in (ii) above. The Second Placing Shares will therefore require authority in excess of the Company’s existing authority to issue shares for cash on a non-pre-emptive basis. Accordingly, the placing of the Second Placing Shares is conditional on the passing by the Shareholders of the Resolution.
The Resolution requests that Shareholders grant a further waiver to disapply statutory preemption rights to allow the allotment by the Directors of equity securities for cash up to an aggregate nominal value of £5,660 representing approximately 5% of the issued share capital of the company as at the date following the First Admission without the requirement for such equity securities to be first offered to existing Shareholders.
If given, the authority will expire on the conclusion of the Company’s 2015 annual general meeting.
The Directors believe that the Placing and the associated Resolutions are in the best interests of the Company and of Shareholders taken as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution, as they intend to do in respect of their own shareholdings, which in aggregate total 8,221,914 Ordinary Shares representing approximately 38.0 per cent. of the Existing Ordinary Shares.
First Derivatives plc
+44(0)28 3025 2242
Brian Conlon, Chief Executive Officer
Graham Ferguson, Finance Director
Ian Mitchell, Head of Investor Relations
Charles Stanley Securities (Nominated Adviser& Broker)
+44 (0)20 7149 6000
Goodbody (ESM Adviser & Broker)
+353 1 667 0410
+44 (0)20 7933 8780
FD is a global provider of software and consulting services. With over 18 years’ experience working with leading financial and technology institutions, it continues to deliver technologically advanced, award winning products and services that anticipate and respond to the evolving needs of global markets. F D currently employs over 1,200 people worldwide and counts many of the world’s top investment banks, brokers and hedge funds as its customers. It also holds a 65% stake in Palo Alto-based Kx Systems, developer of the world-leading database technology, kdb+. It has operations in London, New York, Stockholm, Singapore, Hong Kong, Sydney, Toronto, Philadelphia, Dublin and its headquarters in Newry