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The boards of Pattington Limited, a member of the ION Group, ("Pattington") and FFastFill Plc ("FFastFill") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Pattington for the entire issued and to be issued share capital of FFastFill which is not already owned by Pattington.
Summary and highlights
- The Offer will be unanimously recommended to FFastFill Shareholders by the FFastFill Directors.
- The Offer will be made at a price of 20 pence in cash for each FFastFill Share and represents a premium of approximately 32.2 per cent. to the Closing Price of 15.1 pence per FFastFill Share on 14 February 2013, being the last Business Day prior to the date of this Announcement.
- The Offer values the entire issued ordinary share capital of FFastFill (fully diluted for the exercise of all options considered to be 'in-the-money' at the Offer Price under the FFastFill Share Option Schemes) at approximately £106.1 million.
- Pattington holds 123,646,807 FFastFill Shares representing 25.1 per cent. of the entire issued ordinary share capital of FFastFill at the date of this Announcement.
- Pattington has received irrevocable undertakings from certain FFastFill Shareholders to accept the Offer in respect of, in aggregate, 138,041,230 FFastFill Shares, representing approximately 28.0 per cent. of the entire issued share capital of FFastFill. Pattington therefore holds or has received irrevocable undertakings in respect of, in aggregate, 53.0 per cent. of the entire issued share capital of FFastFill. Details of the terms of the irrevocable undertakings are set out in paragraph 7 of the Announcement.
- The FFastFill Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable. In providing advice to the FFastFill Directors, Canaccord Genuity has taken into account the commercial assessments of the FFastFill Directors.
- Accordingly, the FFastFill Directors intend to unanimously recommend that FFastFill Shareholders accept the Offer, as they themselves have irrevocably undertaken to do (or procure to be done) in respect of the entire beneficial holdings of themselves and their immediate family members comprising, in aggregate, 18,917,576 FFastFill Shares (representing, in aggregate, approximately 3.8 per cent. of the FFastFill Shares currently in issue). These irrevocable undertakings will remain binding in the event of a competing offer being made for FFastFill and will cease to be binding only if the Offer lapses or is withdrawn.
- Pattington is a member of the ION Group, a leading provider of software solutions for financial institutions, corporate clients and central banks.
- FFastFill is a leading provider of Software as a Service ("SaaS") to the global derivatives communi
- The Offer Document and Form of Acceptance will be posted to FFastFill Shareholders (and, for information only, to FFastFill Option Holders) as soon as practicable and in any event by no later than 15 March 2013.
Investec is acting as sole financial adviser to Pattington. Canaccord Genuity is acting as sole financial adviser to FFastFill.
