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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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