8 October 2024
FD Technologies plc
("FD Technologies" or the "Company")
Publication of Circular and Notice of General Meeting
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) announces that, further to the announcement made on 7 October 2024 regarding the proposed divestment of the First Derivative Business (the "Divestment"), the shareholder circular (the "Circular") has now been published to the Company's shareholders (the "Shareholders").
The Circular includes a Notice of General Meeting (the "Notice") of the Company convening a general meeting of the Shareholders to be held at the offices of the Company, at the Conlon Building, 1-2A Marcus Square, Newry, County Down BT34 1AY at 12.00 pm on 24 October 2024 (the "General Meeting").
The General Meeting will be held as a physical meeting and Shareholders should refer to the
Notice for further information. Whether or not Shareholders intend to attend the General Meeting, Shareholders are encouraged to appoint a proxy to vote on the ordinary resolution proposed in respect of the approval of the Divestment and related matters (the "Resolution") as soon as possible in the manner set out in the Circular.
Completion of the Divestment is subject to passing of the Resolution and the satisfaction of the other Conditions (as defined and further set out in the Circular).
The Board considers the Divestment to be in the best interests of the Company and its Shareholders as a whole and accordingly the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
An updated expected timetable of principal events, extracted from the Circular is set out below.
The Circular is available on the Company's website at https://fdtechnologies.com/investor-relations/regulatory-listings/public-filings/.
Forms of proxy for use at the General Meeting (the "Forms of Proxy") will be enclosed with the Circular. Hard copies of the Circular and forms of proxy are being posted to Shareholders.
Expected timetable of principal events
| Event | Time and/or date |
| Announcement of the Divestment | 7 October 2024 |
| Publication of the Circular and Notice of General Meeting | 8 October 2024 |
| Latest time and date for receipt of Forms of Proxy, online voting instructions and CREST voting instructions | 12 p.m. on 22 October 2024 |
| Voting Record Time | 6 p.m. on 22 October 2024 |
| General Meeting | 12 p.m. on 24 October 2024 |
| Expected completion of the Divestment subject to the Conditions being satisfied | Fourth quarter of 2024 |
| Long Stop Date for completion of the Divestment | 28 February 2025 |
| Notes: All references to time in this document are to London time unless otherwise stated. The expected completion date for the Divestment is indicative only and based on the Company's expectations and is subject to change. If the expected completion date for the Divestment should change, the revised expected completion date will be announced through a Regulatory Information Service. If the General Meeting is adjourned, the Voting Record Time will be 6 p.m. on the day which is two working days before the date of the adjourned General Meeting. | |
For further information, please contact:
| FD Technologies plc Seamus Keating, Chief Executive Officer Ryan Preston, Chief Financial Officer Ian Mitchell, Head of Investor Relations | +44(0)28 3025 2242 www.fdtechnologies.com |
| | |
| Rothschild & Co (Financial Adviser) Anton Black Warner Mandel Mitul Manji
| +44 (0)20 7280 5000
|
| J.P. Morgan Cazenove (Financial Adviser and Broker) James A. Kelly Mose Adigun Will Vanderspar | +44 (0)20 3493 8000 |
| | |
| Investec Bank plc (Nominated Adviser and Broker) Carlton Nelson Virginia Bull | +44 (0)20 7597 5970 |
| | |
| Goodbody (Euronext Growth Adviser and Broker) Tom Nicholson Don Harrington Jason Molins | +353 1 667 0420 |
|
| |
| FTI Consulting Matt Dixon Dwight Burden Victoria Caton | +44 (0)20 3727 1000
|
About FD Technologies
FD Technologies is a group of data-driven businesses that unlock the value of insight, hindsight and foresight to drive organisations forward. The group comprises KX, which provides software to accelerate AI-driven innovation and First Derivative, providing consulting services which drive digital transformation in financial services and capital markets. FD Technologies operates from 13 locations across Europe, North America and Asia Pacific, and employs more than 2,400 people worldwide.
For further information, please visit www.fdtechnologies.com and www.kx.com
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