First Derivatives PLC FD acquires ActivateClients Limited (2534I)
March 24 2015 - 03:02AM
UK Regulatory
TIDMFDP
RNS Number : 2534I
First Derivatives PLC
24 March 2015
24 March 2015
First Derivatives PLC
("FD" or the "Company")
FD acquires ActivateClients Limited for software development and
mobile technology capabilities
FD (AIM:FDP.L, ESM:FDP.I), a leading provider of software and
consulting services, announces it has acquired the entire issued
share capital of ActivateClients Limited ("ActivateClients"). The
earnings enhancing acquisition provides complementary software
products, particularly HTML5 capabilities, that are expected to
enhance the Company's software platform.
The vendors of ActivateClients include Pat Brazel and Keith
MacDonald, who are Non-Executive Directors of FD. Following the
acquisition Mr Brazel, who is Chief Executive Officer of
ActivateClients, has been appointed Global Head of Software Sales
for FD and will step down from the Board of the Company, as
detailed in a separate announcement today.
Acquisition rationale
ActivateClients, based in Dublin, Ireland, is a software
business targeting financial markets and specialising in delivering
applications and trading systems that increase customer engagement
for its clients. It uses agile software development methods and
delivers solutions either on premise or through a Software as a
Service model. Its HTML5 capabilities are particularly attractive
to FD and the Company intends to accelerate its product development
roadmap through wider use of HTML5 following this acquisition.
ActivateClients operates for clients across the broking,
institutional foreign exchange and fixed income markets. In
addition ActivateClients has formed three joint ventures;
ActivateAlpha, a provider of quantitative analysis software to fund
and wealth managers; Active Tradercast, a web-based system to link
retail traders and provide research and analysis; and Enhanced Bond
Analytics, a proprietary software system designed to identify
arbitrage opportunities in G7 sovereign debt markets.
Pat Brazel, Chief Executive Officer of ActivateClients,
commented: "ActivateClients' achievement has been built on the
technical expertise and dedication of our team and I am sure that
our products and front office development capabilities will be a
significant asset to FD. We look forward to working with our new
colleagues and being part of the continuing FD success."
Terms of the Acquisition
The initial consideration for the acquisition is EUR4.75m
(GBP3.4m), of which EUR1.5m (GBP1.1m) is payable in cash and
EUR3.25m (GBP2.4m) is payable through the issue of 183,185 FD new
ordinary shares (the "Consideration Shares"). Deferred
consideration of up to EUR2.0m (GBP1.4m) is payable on the
achievement of agreed targets in the year to 29 February 2016. In
its latest financial year to 31 December 2014, ActivateClients
reported revenues of EUR1.0m and EUR0.2m of profit before tax.
Mr Brazel will receive 97,417 Consideration Shares. He does not
currently hold any FD ordinary shares and following the acquisition
he will hold 0.4 per cent of the enlarged issued capital. Mr
MacDonald will receive 35,877 Consideration Shares following which
he will hold 45,877 FD ordinary shares representing 0.2 per cent of
the enlarged issued share capital.
Application has been made for the 183,185 Consideration Shares
to be admitted to trading on AIM and ESM and it is expected that
admission will take place on 27 March 2015. The Consideration
Shareswill rank pari passu with the existing shares of the Company.
Following this allotment, the total issued share capital of the
Company will increase to 23,165,961 ordinary shares.
Brian Conlon, Chief Executive Officer of FD, commented:
"ActivateClients is a low-risk, earnings-enhancing acquisition for
the Company that will deliver synergies on a number of levels. It
provides additional technology capabilities, particularly in HTML5,
and its staff possess software development skills that will be
useful across a range of projects FD is working on. We welcome its
staff to the Company."
Enquiries:
First Derivatives plc +44(0)28 3025 2242
Brian Conlon, Chief Executive Officer www.firstderivatives.com
Graham Ferguson, Finance Director
Ian Mitchell, Head of Investor Relations
Charles Stanley Securities
(Nominated Adviser and Broker)
Russell Cook
Carl Holmes +44 (0)20 7149 6000
Goodbody Corporate Finance
(ESM Adviser and Broker)
Linda Hickey +353 1 667 0420
Walbrook PR
Paul Cornelius
Nick Rome
Sam Allen +44 (0)20 7933 8780
About First Derivatives
FD is a global technology provider with nearly 20 years of
experience of working with some of the world's largest finance,
technology and energy institutions. It holds a 65% stake in Palo
Alto-based Kx Systems, developer of the world-leading database
technology, kdb+. It employs over 1,200 people worldwide and has
operations in London, New York, Stockholm, Singapore, Hong Kong,
Tokyo, Sydney, Toronto, Philadelphia, Dublin, Belfast and its
headquarters in Newry. For further information, please visit
www.firstderivatives.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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