TIDMFDP
RNS Number : 6953E
First Derivatives PLC
12 February 2015
12 February 2015
First Derivatives plc
("FD" or the "Company")
Placing of 1,177,003 new ordinary shares to raise GBP15.3m
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 GBP13.00 per share, with a number of
existing and new institutional investors to raise approximately
GBP15.3m (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 GBP14.7m 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 GBP13.00 per Placing Share represents a
premium of 0.8 per cent to the Company's closing mid-market price
on 11 February 2015 of GBP12.90 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 GBP13.00
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.
General Meeting
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.firstderivatives.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 GBP32,569representing 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 GBP4,885representing 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 pre-emption rights to allow the allotment by
the Directors of equity securities for cash up to an aggregate
nominal value of GBP5,660 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.
Directors' recommendation
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.
Enquiries:
First Derivatives plc +44(0)28 3025 2242
Brian Conlon, Chief Executive www.firstderivatives.com
Officer
Graham Ferguson, Finance Director
Ian Mitchell, Head of Investor
Relations
Charles Stanley Securities
(Nominated Adviser& Broker)
Russell Cook
Carl Holmes +44 (0)20 7149 6000
Goodbody
(ESM Adviser & Broker)
Linda Hickey
Finbarr Griffin +353 1 667 0410
Walbrook PR +44 (0)20 7933 8780
Financial PR
Paul Cornelius firstderivatives@walbrookpr.com
Sam Allen
Nick Rome
About FD
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.
For further information please visit
www.firstderivatives.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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