FFastFill plc is quoted on the London Stock Exchange (FFA:AIM UK) and provides software and services to the global financial community. Headquartered in London with offices in Chicago, Prague and Sydney the full time staff develop and support over 80 financial institutions worldwide using the suite of FFastFill applications.

Central to the firm is specific market expertise and knowledge in exchange traded derivative instruments although multi-asset clearing and trading functionality provides many clients with equity, fixed income, foreign exchange, CFD and OTC needs. Straight Through Processing is a clear and very tangible result of the FFastFill product set.

The full trade cycle through front, middle, back and risk are covered though the FFastFill products and all are delivered through a Software as a Service (SaaS) medium


http://www.ffastfill.com/

Compulsory Acqn of Shares

RNS


RNS Number : 5071B

Pattington Limited

03 April 2013






NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

3 April 2013



Recommended cash offer

by Pattington Limited ("Pattington")

for FFastFill Plc ("FFastFill")

COMPULSORY ACQUISITION OF THE REMAINING FFASTFILL SHARES



On 21 March 2013, Pattington announced that its recommended cash offer for the entire issued and to be issued ordinary share capital of FFastFill not already held by Pattington (the "Offer") had been declared unconditional in all respects. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") posted to FFastFill Shareholders on 21 February 2013.



The board of Pattington is pleased to announce that it now holds or has agreed to acquire approximately 94.1% of FFastFill Shares to which the Offer relates and intends to exercise its rights pursuant to sections 979 to 991 (inclusive) of the Companies Act 2006. Pattington now holds or has agreed to acquire approximately 95.5% of the issued share capital of FFastFill.



Accordingly, Pattington will shortly be posting statutory notices under section 980(1) of the Companies Act 2006 to FFastFill Shareholders who have not yet validly accepted the Offer, informing such FFastFill Shareholders that it will compulsorily acquire their FFastFill Shares under the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006. The compulsory acquisition procedure is expected to be completed on or shortly after 16 May 2013.



As set out in its announcement on 21 March 2013 FFastFill has applied to AIM for the cancellation of trading in FFastFill Shares on AIM. Such cancellation is expected to take effect on 23 April 2013. Following such cancellation, Pattington also intends to procure that FFastFill re-registers from a public limited company to a private limited company under the relevant provisions of the Companies Act 2006.



The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those FFastFill Shareholders who have not then accepted the Offer.



Levels of acceptance



As at 1.00 p.m. (London time) on 2 April 2013, valid acceptances had been received in respect of 382,727,563 FFastFill Shares, representing approximately 94.1% of FFastFill Shares to which the Offer relates.



Consideration



Settlement of the consideration due to FFastFill Shareholders who have provided valid and complete acceptances under the Offer will be despatched (or in respect of FFastFill Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such valid acceptances are received or, in the case of electronic acceptances, made.



Procedure for acceptance of the Offer



To accept the Offer in respect of certificated FFastFill Shares, the Form of Acceptance must be completed, signed, witnessed and returned together with a definitive share certificate(s) and/or other document(s) of title to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. The procedure for acceptance of the Offer in respect of certificated FFastFill Shares is set out in paragraph 11(a) of Part II of the Offer Document and in the accompanying Form of Acceptance.



To accept the Offer in respect of uncertificated FFastFill Shares, acceptances should be made electronically through CREST so that the TTE Instruction settles as soon as possible. The procedure for acceptance of the Offer in respect of uncertificated FFastFill Shares is set out in paragraph 11(b) of Part II of the Offer Document.



The FFastFill Shares held by a FFastFill Shareholder who has not or does not accept the Offer will be compulsory acquired in accordance with the relevant provisions of the Companies Act 2006.

A FFastFill Shareholder who has any questions about the Offer, or who is in any doubt as to how to complete the Form of Acceptance or make an Electronic Acceptance should contact Capita Registrars on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Save as disclosed in this announcement, neither Pattington, nor any person acting in concert with Pattington, is interested in or has any rights to subscribe for any FFastFill Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to the FFastFill Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of FFastFill Shares and any borrowing or lending of FFastFill Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to FFastFill Shares.



The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 21 February 2013.