공지 • Jun 27
FD Technologies Expects Cancellation of Listing of Shares from AIM and Euronext Growth Dublin on 22 July 2025 On 8 May 2025, the boards of directors of FD Technologies plc and KAIROS BIDCO LIMITED (Bidco) announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of FD Technologies (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Expected Suspension of dealings in FD Technologies Shares on AIM and Euronext Growth Dublin is expected by 7.30 a.m. on 21 July 2025. Effective Date of the Scheme is 21 July 2025. Expected Cancellation of listing of FD Technologies Shares from AIM and Euronext Growth Dublin is expected by 7.00 a.m. on 22 July 2025. 공지 • May 27
FD Technologies plc to Report Fiscal Year 2025 Results on Jun 03, 2025 FD Technologies plc announced that they will report fiscal year 2025 results at 8:00 AM, GMT Standard Time on Jun 03, 2025 공지 • May 08
FD Technologies Intends to Request LSE and Euronext to Cancel the Admission to Trading of Shares The boards of KAIROS Bidco LIMITED and FD Technologies plc announced 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. 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. 공지 • Dec 19
FD Technologies plc Proposes Special Dividend FD Technologies plc informed if the Tender Offer is undersubscribed or does not take place, such that the full £120 million is not returned through the Tender Offer, the Board currently intends to return any remaining balance by way of a proposed interim dividend (the Special Dividend) in such a manner that the value returned to Shareholders by way of the Tender Offer and the Special Dividend is £120 million in aggregate. 공지 • Dec 03
EPAM Systems, Inc. (NYSE:EPAM) completed the acquisition of First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP). EPAM Systems, Inc. (NYSE:EPAM) has entered into an agreement to acquire First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) for £230 million on October 6, 2024. Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to sell the entire issued share capital of the Target to the Purchaser for total consideration of £230 million on a cash-free, debt-free basis. The Group will complete the Group Reorganisation pursuant to which the First Derivative Business (including the Target Group Companies) will be transferred out of the Existing Group and into the Target, to the extent not already held by the Target. The consideration payable by the Purchaser to the Company at completion is expected to be approximately £225 million, following adjustment for debt and debt-like items and a customary working capital adjustment. As part of the Divestment, the Company and the Purchaser have entered into a Transitional Services Agreement. After customary closing adjustments, transaction and separation costs, net cash proceeds are expected to be approximately £205 million. The Purchaser may terminate the Sale and Purchase Agreement with immediate effect if a Material Breach occurs prior to the satisfaction of the Conditions and which either (a) cannot be remedied; or (b) if capable of remedy, is not remedied, in each case within 20 Business Days from the date on which the Company is made aware of such Material Breach. For the year ending February 29, 2024, First Derivative Business had a revenue of £169.7 million and adjusted EBITDA of £18 million.
Completion of the Sale and Purchase Agreement is conditional upon satisfaction or (where applicable) waiver of the following conditions, a) the passing of the Resolution at the General Meeting (the "Shareholder Approval Condition"); b) in relation to the Group Reorganisation: (i) the Target Group being an original party or becoming a party by way of assignment, transfer or novation to certain customer contracts that together accounted for at least 80% of the First Derivative Business's revenue for the financial year ended 29 February 2024 (and disregarding certain customer contracts as agreed in writing between the parties); (c) the Irish Competition and Consumer Protection Commission having determined (or being deemed to have determined) pursuant to Part 3 of the Irish Competition Act 2002 (as amended) that the Divestment may be put into effect (the "Competition Condition"). The acquisition is subject to customary closing conditions, including the receipt of necessary regulatory clearances, and is expected to close in the fourth quarter of 2024. Following completion of the Divestment the Group is expected to apply the net proceeds to: (i) repay the Group's net debt, which was approximately £20 million on 31 August 2024; (ii) to provide the financial resources to execute the KX business plan; and (iii) to return a portion of the proceeds which represents excess capital to shareholders. The Board reiterates its expectation that KX will generate positive cash flow for FY27. As on October 24, 2024, FD Technologies Shareholders at the General Meeting of the Company held earlier today approved the sale of the First Derivative Business to EPAM Systems.
Stone Key Partners LLC acted as financial advisor and Faegre Drinker Biddle & Reath LLP acted as legal advisor to EPAM Systems. Eimear Coady, Tim Harrop tax, Nigel Parker and Matt Hamilton-Foyn of Allen Overy Shearman Sterling LLP acted as legal advisor to FD Technologies. Anton Black, Warner Mandel and Mitul Manji of Rothschild & Co, James A. Kelly, Mose Adigun and Will Vanderspar of J.P. Morgan Cazenove, Carlton Nelson and Virginia Bull of Investec Bank plc acted as financial advisor to FD Technologies.
EPAM Systems, Inc. (NYSE:EPAM) completed the acquisition of First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) on December 3, 2024. The acquisition successfully closed after meeting all customary closing conditions, including the receipt of necessary regulatory clearances. 
