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FFastFill plc
(the "Company")
23rd December, 2003
Proposed PlacingThe Company is pleased to announce that it has conditionally raised £1
million (before expenses) by the placing ("the Placing") of 20,000,000
new Ordinary Shares (representing approximately 24.4 per cent. of the current
issued ordinary share capital of 81,908,190 Ordinary Shares) at a placing price
of 5p per new Ordinary Share.
Under the Placing, the new Ordinary Shares have been conditionally
placed with institutional and other investors by KBC Peel
Hunt Ltd ("KBC Peel Hunt"), including with Keith Todd, the
Company's Executive Chairman. The Placing is not being underwritten
by KBC Peel Hunt. The board of directors ("the Board")
will use the net proceeds of the Placing to provide further
working capital, in particular to strengthen the Company's
balance sheet in support of the Company's significant sales
opportunities.
The new Ordinary Shares will be allotted credited as fully
paid and will rank pari passu in all respects with
the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid
on or after the date of their allotment.
The Company has today entered into a placing agreement with
KBC Peel Hunt (the "Placing Agreement") pursuant to which
KBC Peel Hunt has agreed to use its reasonable endeavours
to procure subscribers for the Placing Shares.
The Placing is conditional on the passing of a special resolution
to be proposed at an extraordinary general meeting of the
Company to be held at 11.00 a.m. on 16 January 2004. The
Placing is also conditional on admission of the new Ordinary
Shares to trading on AIM becoming effective and the Placing
Agreement becoming unconditional in all other respects and
not having been terminated in accordance with its terms on
or before 19 January 2004 (or such later time or date being
not later than 30 January 2004, as KBC Peel Hunt may determine)
Application will be made to London Stock Exchange plc for
the new Ordinary Shares to be admitted to trading on AIM
and it is expected that admission will become effective and
that dealings will commence in the new Ordinary Shares on
19 January 2004.
Background to and reasons for the Placing
On 13 November 2003 the Company announced its interim results
for the six months ended 30 September 2003 and the Company
has since sent those results to shareholders. In the Chairman's
statement of those interim results, the Company's board of
directors (the "Board") stated that the Company now has a
strong pipeline, which is expected to lead to more new customer
signings later this financial year. The Board also stated
that while budgets for IT expenditure in the financial services
sector remain constrained, derivatives volumes are growing
and our current and prospective customers are looking for
efficiency improvements in the delivery of their technology.
The net cash proceeds from the Placing will further strengthen
the Company's balance sheet and your Board believes that
this additional strength will be commercially beneficial
to the Company to enable it to engage successfully with large
customers.
The Company considered other methods of raising the necessary
funds including the offer of new Ordinary Shares by way of
an open offer or a rights issue but decided that in the circumstances,
taking account of time constraints and transaction costs,
the proposed Placing was the most appropriate method.
For further information, please contact:
FFastFill plc - Tel: (020) 7665
8900
Keith Todd, Executive Chairman
Nigel Hartnell, Business Development Director
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