The Acquisition, which FFastFill believes has the potential to enhance its existing Front Office capabilities, includes two US patent applications and the engagement of the founder of âSpread Intelligenceâ as a consultant to the Company.
The maximum possible consideration payable for the Acquisition is Â£1.5m, payable over a two year period, and comprises Â£250,000 in cash and the issue of up to 10,232,692 new ordinary shares of 1p each in the Company (âNew Ordinary Sharesâ) at a price of 12.216 pence per share. The initial consideration comprises Â£250,000 in cash and 5,116,346 shares (âFirst Tranche of New Ordinary Sharesâ). Two additional tranches of 2,558,173 New Ordinary Shares will be issued as consideration on each of the next two anniversaries of the Acquisition, subject to the condition that the founder is contracted as a consultant with the Company at the due date for allotment.
The Company expects to make a related product announcement in October 2011, once the acquired software assets have been integrated into FFastFillâs existing core service offering. The Company expects the transaction to be earnings neutral in this financial year and earnings enhancing in subsequent years.
Application has been made for the admission of the First Tranche of New Ordinary Shares to trading on AIM. It is expected that dealings in the First Tranche of New Ordinary Shares, which will rank pari passu in all respects with the existing ordinary shares of the Company, will commence on 8 August 2011. Following the issue of the First Tranche of New Ordinary Shares, the issued share capital will comprise 423,737,662 ordinary shares.
Hamish Purdey, Chief Executive, commented:
âI am delighted to announce FFastFillâs acquisition of the Spread Intelligence software suite which, once integrated, will significantly strengthen the spread trading capability of our existing Front Office (Trade Execution Services) Software as a Service platform. Our focus now rests on the successful integration of these technologies in to our business and, once complete, I look forward to announcing details of the new, enhanced services FFastFill will be able to provide.â