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

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

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.

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.

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, 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/ 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.

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.

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, 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/ 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.