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FFastFill plc - 8th May, 2006
Trading Update, Contract Wins & Placing of 46,669,000 New Ordinary Shares
Introduction
FFastFill today announces a trading update for the year ended 31 March 2006, new
contract wins, the launch of three new service offerings and a conditional
placing of 46,669,000 new ordinary shares of 1 pence each ("Ordinary Shares") at
a price of 3 pence per share to raise approximately £1.4 million ("Placing").
Funds raised via the Placing will be used to strengthen the Company's balance
sheet and support its working capital requirements.
As a result of FFastFill's continued investment in its technology and service
offerings, as outlined in the Company's interim statement announced on 17
November 2005, FFastFill has recently launched new application service offerings
and won new service contracts with major global investment banks. Revenues from
continuing operations in the year ended 31 March 2006 grew by between 17-20%
compared to the previous year, whilst application services revenues grew by over
100%. The investment in technology and service offerings combined with some
delays in signing new customers has had a short-term negative impact on the
Company's financial performance in the year ended 31 March 2006, as a result of
which the Directors believe EBITDA will be between 10-15% lower than in the year
ended 31 March 2005. Preliminary results for the year ended 31 March 2006 are
expected to be announced later this month.
FFastFill continues to progress and, in the Directors' opinion, is well
positioned to expand the income it receives from its base of existing customers
as well as to win new customers and thereby to achieve EBITDA profitability. The
Directors believe that the funds raised via the Placing will be sufficient to
achieve this goal.
In order to obtain the required authorities to effect the Placing, the Company
will be convening an extraordinary general meeting for 10.00 a.m. on 31 May 2006
(the "EGM"). A circular convening this meeting will be sent to FFastFill
shareholders today. KBC Peel Hunt is acting as nominated adviser and broker in
relation to the Placing.
Indicative results for year ended 31 March 2006
In the year ended 31 March 2006, we achieved overall year on year revenue growth
of between 17-20% on our continuing operations with application services
revenues growing year on year by more than 100%. During the period, we achieved
new customer wins for our application services in addition to the major TT
application service contract wins mentioned below. There was delay in some
contract signings, most of which have now been achieved, as well as some delay
in user number growth under existing contracts. The CME FX on Reuters service
growth is expected to improve following the recent launch of an enhanced version
of the service.
These factors, along with our continued commitment to expand our service
offerings, have had an adverse effect on the short term financial performance
with EBITDA for the year ended 31 March 2006 estimated to be 10-15% lower than
the previous year. The board is convinced that this investment will benefit
shareholders in the medium and long term. The Company now has a strong order
book of approximately £5 million to support the current year's performance. The
Directors believe that this order book together with the substantial completion
of the Company's investment programme and the implementation of various cost
reduction measures underpin the Company's objective to achieve profitability.
As at 31 March 2006, FFastFill had approximately £1.2m in cash.
Preliminary results for the year ended 31 March 2006 are expected to be
announced later this month.
New contracts
The investment in the new Trading Technologies International, Inc. ("TT")
service offering, which was launched in Chicago in October 2005, has been well
received. We now have six companies which have taken the TT service, including
two global investment banks. Several of these companies chose the TT service
after comparing its performance metrics with existing installations and finding
that the TT service represented a better solution.
New service offerings
We are announcing three new service offerings following a period of significant
investment:
European based TT service: Following on from the success of our US TT service,
we will be launching a London-based service which will be available from July
2006. This will allow us to support the European operations of existing US TT
service customers with a European-based offering and will open up new
opportunities for London-based trading firms.
Multi-asset class trading service: We have now completed the development of our
multi-asset class trading system. This will allow firms who predominantly trade
listed derivatives to also trade foreign exchange, equities, contracts for
difference and bonds via their FFastFill execution screen. This means that
customers only need one execution platform and, more importantly, will have
their order flow managed by a single order management system.
New generation 'Global Order Book': We are pleased to announce the availability
of the first phase of a new generation of global order book which the Directors
believe will substantially improve order and risk management for participants in
the derivatives industry. New functionality will be released during 2006/7 which
will include the integration of traditional clearing functionality. This service
offering has been made possible as a result of the development work undertaken
in conjunction with a major futures exchange and the availability of our
Viewpoint functionality, which we acquired along with Future Dynamics. In the
Board's opinion, this application represents a significant step forward for risk
and order management within the industry.
Reasons for and details of the Placing
FFastFill today announces that it has conditionally placed 46,669,000 new
Ordinary Shares ("Placing Shares") at a price of 3 pence per share ("Placing
Price") to raise approximately £1.4 million. The Placing Shares are equivalent
to approximately 19.2 per cent of the Company's existing issued share capital.
The Directors will in aggregate be subscribing 5,249,000 Placing Shares. Funds
raised via the Placing will be used to strengthen the Company's balance sheet
and support its working capital requirements.
Pursuant to the terms of the Placing Agreement, KBC Peel Hunt, as agent for
FFastFill, has agreed conditionally to use reasonable endeavours to place the
Placing Shares at the Placing Price with institutional and other investors
procured by it.
The Placing is being made on a non pre-emptive basis as the time and costs
associated with a pre-emptive offer resulting from the introduction of the EU
Prospectus Rules (which came into force on 1 July 2005) are considered by the
Directors to be excessive. The making of a pre-emptive offer would require the
production of a prospectus that would have to comply with the Prospectus Rules
and be pre-vetted and approved by the FSA. The Directors therefore believe that
the Placing is the most timely and cost-effective way of addressing the
Company's financing requirements.
The Placing Price represents a discount of approximately 23 per cent to the
closing mid-market price of 3.88 pence per Ordinary Share on 5 May 2006 being
the last dealing day prior to this announcement.
The issue of the Placing Shares is conditional, inter alia, upon:
i) The passing of the Resolution (as defined below) at the EGM;
ii) Admission to AIM of the Placing Shares becoming effective;
iii) Announcement of the Company's results for the year ended 31 March 2006;
iv) The receipt of written confirmation on a provisional basis from HM Revenue
& Customs that the Placing Shares are eligible for Enterprise Investment
Scheme and Venture Capital Trust relief; and
v) The Placing Agreement becoming unconditional in all other respects.
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. The Placing Shares are expected to be admitted
to AIM and to commence trading at 08:00 a.m. on 1 June 2006.
Interests of Directors following the Placing
Following the Placing, the Directors' interests in the Company will be as follows:
|
|
Number of Placing Shares
|
Interest in Company's enarged issued share capital
|
% interest in the Company's enlarged issued share capital
|
|
Keith Todd
|
2,000,000
|
12,683,333
|
4.39%
|
|
Nigel Hartnell
|
1,000,000
|
1,510,000
|
0.52%
|
|
Hugh Hughes
|
833,000
|
833,000
|
0.29%
|
|
David Hurst-Brown
|
833,000
|
1,608,000
|
0.56%
|
|
Jim Oliff
|
583,000
|
1,333,000
|
0.46%
|
Extraordinary General Meeting
In order that the Company is able to implement the Placing, shareholder approval
will be sought to authorise the Board to allot the Placing Shares in connection
with the Placing and to do so on a non pre-emptive basis (the "Resolution").
Accordingly, a circular will be sent today to the Company's shareholders
convening an extraordinary general meeting for 10.00 a.m. on 31 May 2006 at the
offices of KBC Peel Hunt, 111 Old Broad Street, London EC2N 1PH to propose the
Resolution.
Copies of the notice requisitioning the EGM will be available for collection
from the offices of KBC Peel Hunt, 111 Old Broad Street, London EC2N 1PH for a
period of one month from the date of this announcement.
Outlook
Whilst delays in signing new customers together with the investment made in
expanding our service offerings have adversely affected our financial results
for the year ended 31 March 2006, the Board is convinced that this investment
will benefit shareholders in the medium and long term.
FFastFill now has a strong order book of approximately £5 million. The Directors
believe that this order book together with the substantial completion of the
Company's investment programme and the implementation of various cost reduction
measures position the Company well to achieve EBITDA profitability. The
Directors believe that the funds raised via the Placing will be sufficient to
achieve this goal.
Enquiries:
FFastFill PLC 020 7665 8900
Keith Todd (Executive Chairman & CEO)
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