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FFASTFILL PLC - 1st April, 2004
Proposed Placing
The Company is pleased to announce that it has conditionally raised £4 million (before
expenses) by the placing ("the Placing") of 57,142,857 new ordinary shares of 1p each (“Ordinary
Shares”) (representing approximately 56 per cent. of the current issued ordinary share capital of 102,408,190
Ordinary Shares) at a placing price of 7p per new Ordinary Share.
Under the Placing, the new Ordinary Shares have been conditionally placed with institutional investors by KBC
Peel Hunt Ltd (“KBC Peel Hunt”). As a follow up to the Company’s previous actions, the board
of directors (“the Board”) will use the net proceeds of the Placing to provide further working capital
and strengthen the Company’s balance sheet in support of major sales opportunities both in London and the
USA. Through the Placing, the Company is adding seven additional institutional investors.
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 Placing is conditional on the passing of certain of the resolutions to be proposed at an Extraordinary General
Meeting of the Company to be held at 11.00 am on 26 April 2004, admission of the new Ordinary Shares to trading
on AIM becoming effective and on the placing agreement, today entered into by the Company and KBC Peel Hunt, having
become unconditional in all other respects and not having been terminated in accordance with its terms on or before
27 April 2004 (or such later time or date, being not later than 10 May 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 27 April 2004.
Background to and reasons for the Placing
The Company’s preliminary results for the year ending 31 March 2004 will be released during mid-May with
turnover expected to be in the region of £2.7m (2003: £1.37m). The Company has made steady progress
through the second half of the financial year in delivering the strategy that it announced when the new management
team joined.
This strategy of delivering the Company’s software to its customers as a service has gained strong interest
from the market since it was launched in December of last year and the Company’s first customer is already ‘live’ using
the service. The Board’s confidence that this is the right strategy for this market has been strengthened
following the very recent announcement of two further customers for the Company’s FFastServe fully managed
ASP service, one of which is ADM Investor Services International Limited. The Board also believes that the Company
now has a stronger pipeline of prospects, a number of which are expected to become customers during 2004. With
the imminent availability of the Company’s ‘New Generation’ application service, the Board has
identified a major opportunity to gain a significant position in the US market as well as in London.
The Board believes that while budgets for IT expenditure in the financial services sector remain constrained, derivatives
volumes are growing and the Company’s current and prospective customers are looking for efficiency improvements
in the delivery of their technology. The Board has confidence in the competitiveness of the Company’s software
and services and in its ability to deliver its plans.
The net cash proceeds from the Placing will provide further working capital and strengthen the Company’s
balance sheet and the Board believes that this additional strength will be commercially beneficial to the Company
to enable it to engage successfully with large customers.
In addition, the Board is seeking additional Section 80 and 89 authorities so that the Company can be in a position
to take advantage of acquisition opportunities that may arise. There has been discussion in the market that consolidation
of the sector will occur at some time. The Board is keen to be in a position to be able to move quickly should
value-enhancing opportunities arise. The Board believes that the management has both the experience and the capacity
to evaluate and integrate any such acquisition opportunities successfully.
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) 7655 8900
Keith Todd, Executive Chairman - Tel: (020) 7665 8930
Hansard Communications
Adam Reynolds - Tel: (020) 7245 1100
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