Highlights
- £120 Million Capital Return: FD Technologies plans to return up to £120 million to shareholders following the sale of its First Derivative Business to EPAM Systems, Inc.
- Tender Offer Price at £19.50 Per Share: Shareholders can sell their shares at a 3.7% premium to the latest closing price.
- Shareholder Approval Required: General Meeting scheduled for 15 January 2025 to vote on the proposal.
FD Technologies (LSE:FDP) has announced details of its previously declared intention to return £120 million to shareholders through a tender offer following the sale of its First Derivative Business to EPAM Systems, Inc. The tender offer, set at £19.50 per share, represents a significant return of capital and is subject to shareholder approval at a General Meeting on 15 January 2025.
Details of the Tender Offer
- Total Capital to Be Returned: Up to £120 million will be distributed to qualifying shareholders.
- Price Per Share: The tender offer is priced at £19.50 per share, representing:
- A 3.7% premium to the closing price of £18.80 on 18 December 2024.
- A 2.2% premium to the five-day volume-weighted average price (VWAP) of £19.07.
- Number of Shares: Up to 6,153,846 ordinary shares, approximately 21.8% of FD Technologies' expected issued share capital, will be repurchased.
Conditions and Timeline
The tender offer is conditional upon shareholder approval, which will be sought at the General Meeting at Brian Conlon House, Newry, on 15 January 2025. The offer opens on 20 December 2024 and closes at 1:00 p.m. on 22 January 2025. Shareholders who successfully tender their shares can expect to receive payment in January 2025.
The company’s directors unanimously recommend voting in favor of the tender offer resolution. However, the directors do not plan to participate in the tender offer concerning their holdings.
Benefits to Shareholders
- Flexibility: Shareholders can choose whether to participate in the tender offer. Those who wish to reduce their holdings have the opportunity to do so, while others can maintain their full investment.
- Premium Offer: The tender price provides a premium above the latest share prices, offering a market-driven return.
- Earnings Per Share Boost: By canceling the repurchased shares, FD Technologies aims to enhance its earnings per share (EPS), assuming stable earnings.
Exclusions and Restrictions
The tender offer will not be available to shareholders in restricted jurisdictions, including Australia, Canada, Japan, New Zealand, Singapore, and South Africa. Only qualifying shareholders outside these jurisdictions are eligible to participate.
Strategic Outlook
The tender offer follows FD Technologies' successful disposal of its First Derivative Business, reflecting its ongoing commitment to delivering shareholder value. By returning a significant portion of proceeds via a tender offer, the company seeks to reward shareholders while improving its capital structure.