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/

A strong balace sheet means Ffastfill (FFA:AIM) is well positioned to capitalise upon any recovery at its investment banking customer base. One of the £70m caps key selling points is its ability to offer a complete back-to-front office solution that can be rolled out across an organisation's global network. The order book accounts for around 90% of this years £23.6million revenues. Organic sales during the interim period grew 14%, including a 21% SaaS revenue advance.With £2 million of net cash on the balance sheet, more acquisitions to add extra value are possible.
Earnings per share (EPS) this year of 0.7p could easily hit 1p in the 12 months to March 2014, and assuring a fairly typical sector-wide Price/earnings (PE) multiple of 20 for the company, that could spark a share price surge.

Interim Results
RNS
RNS Number : 3930R
FFastFill PLC
19 November 2012







19 November 2012



FFastFill plc



("FFastFill" or the "Group")



Interim Results for the six months ended 30 September 2012





The Board of FFastFill plc (LSE: FFA), the leading provider of Software as a Service ("SaaS") to the global derivatives community, announces Interim Results for the six months ended 30 September 2012.





Financial Highlights

· Group revenue at £10.9m (H1 11/12: £7.3m)

o Organic revenue growth of 14%

o SaaS revenue increased by 21% at £7.4m (H1 11/12: £6.1m)

o SaaS represents 67% of Group revenue (H1 11/12: 84%)

· Adjusted EBITDA* of £2.5m (H1 11/12: £1.0m)

· Adjusted Operating Profit* of £1.4m (H1 11/12: £0.1m)

· Group 12 month order book stands at £22.1m (H1 11/12: £13.6m)

o 12 month SaaS order book stands at £15.5m (H1 11/12: £11.4m)

· The Group has net cash of £2.0m (H1 11/12: £1.1m)



* Before share based payment charges of £0.5m (H1 11/12: £0.1m), acquisition costs of £nil (H1 11/12 £0.1m), exceptional items of £0.2m (H1 11/12: £nil) and amortisation of acquired intangibles of £0.4m (H1 11/12: £nil)



Operational Highlights



· Secured 9 new mandates across all product lines including 3 new customers

· Extension of functionality across Front, Middle and Back Office as well as Risk Management which is a key regulatory driver for growth

· Extension of geographical coverage across the product suite particularly in Asia

· Expanded offer and connectivity by adding Asian exchanges including Japan

· Delayed Back Office implementations now fully live and delivering service to customers





Commenting on the results FFastFill Executive Chairman, Keith Todd CBE said:



"FFastFill continues to make good progress despite the challenging market environment in which we operate. Thanks to the breadth of our global SaaS offering and our strengthened platform we continue to win new mandates and believe we now have a better, more balanced business. This, coupled with the strength of our pipeline, underpins our current expectations for a successful outturn to the financial year as a whole. We enter the second half in a strong position and we remain focused on delivering value to our shareholders."

up 29%

Recommended Cash Offer for FFastFill Plc
RNS
RNS Number : 9741X
Pattington Limited
15 February 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

15 February 2013



RECOMMENDED CASH OFFER FOR

FFASTFILL PLC
BY
PATTINGTON LIMITED



The boards of Pattington Limited, a member of the ION Group, ("Pattington") and FFastFill Plc ("FFastFill") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Pattington for the entire issued and to be issued share capital of FFastFill which is not already owned by Pattington.

Summary and highlights

• The Offer will be unanimously recommended to FFastFill Shareholders by the FFastFill Directors.

• The Offer will be made at a price of 20 pence in cash for each FFastFill Share and represents a premium of approximately 32.2 per cent. to the Closing Price of 15.1 pence per FFastFill Share on 14 February 2013, being the last Business Day prior to the date of this Announcement.

• The Offer values the entire issued ordinary share capital of FFastFill (fully diluted for the exercise of all options considered to be 'in-the-money' at the Offer Price under the FFastFill Share Option Schemes) at approximately £106.1 million.

• Pattington holds 123,646,807 FFastFill Shares representing 25.1 per cent. of the entire issued ordinary share capital of FFastFill at the date of this Announcement.

• Pattington has received irrevocable undertakings from certain FFastFill Shareholders to accept the Offer in respect of, in aggregate, 138,041,230 FFastFill Shares, representing approximately 28.0 per cent. of the entire issued share capital of FFastFill. Pattington therefore holds or has received irrevocable undertakings in respect of, in aggregate, 53.0 per cent. of the entire issued share capital of FFastFill. Details of the terms of the irrevocable undertakings are set out in paragraph 7 of the Announcement.

• The FFastFill Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable. In providing advice to the FFastFill Directors, Canaccord Genuity has taken into account the commercial assessments of the FFastFill Directors.

• Accordingly, the FFastFill Directors intend to unanimously recommend that FFastFill Shareholders accept the Offer, as they themselves have irrevocably undertaken to do (or procure to be done) in respect of the entire beneficial holdings of themselves and their immediate family members comprising, in aggregate, 18,917,576 FFastFill Shares (representing, in aggregate, approximately 3.8 per cent. of the FFastFill Shares currently in issue). These irrevocable undertakings will remain binding in the event of a competing offer being made for FFastFill and will cease to be binding only if the Offer lapses or is withdrawn.

• Pattington is a member of the ION Group, a leading provider of software solutions for financial institutions, corporate clients and central banks.

• FFastFill is a leading provider of Software as a Service ("SaaS") to the global derivatives community.

• The Offer Document and Form of Acceptance will be posted to FFastFill Shareholders (and, for information only, to FFastFill Option Holders) as soon as practicable and in any event by no later than 15 March 2013.

Investec is acting as sole financial adviser to Pattington. Canaccord Genuity is acting as sole financial adviser to FFastFill.

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and the appendices to it. The Offer will be made subject to the conditions and certain further terms which are set out in Appendix I to this Announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of FFastFill Shares held in certificated form) in the Form of Acceptance. Certain capitalised terms used in this Announcement are defined in Appendix III.

Pattington agrees £106.1m deal for FFastFill
StockMarketWire.com
Software-as-a-service provider FFastFill has agreed a £106.1m takeover by Pattington, part of the ION Group.

FFastFill's board is unanimously recommending the 20p per share offer which represents a premium of approximately 32.2% to last night's (14 February) closing price of 15.1p.

Pattington currently holds 123,646,807 FFastFill shares and has received irrevocable undertakings from shareholders to accept the offer in respect of 138,041,230 FFastFill shares.

Pattington says it therefore either holds or has received irrevocable undertakings in respect of, in aggregate, 53.0% of the entire issued share capital of FFastFill.



At 8:39am: (LON:FFA) FFastFill share price was +4.76p at 19.88p

SM - Streamlining the trading systems of big financial institutions is a market in which Ffastfill (FFA:AIM) is rapidly growing. That success has not gone unnoticed as shares in the back-to-front office software and systems supplier jumped 30.6% on a takeover bid. Global trading system group Ion has offered 20p per share and will probably seek to merge Ffastfill with Patsystems, the distressed specialist it bought in 2011. While being part of a much bigger group will help smooth cashflow of its cloud transition and open the door to a much bigger potential customer base, this looks a short-sighted move given the price. Analysts at FinnCap were confident of Ffastfill shares hitting 20p under their own steam within 12 to 18 months.

Posting of Offer Document
RNS
RNS Number : 5152Y
Pattington Limited
22 February 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





22 February 2013



RECOMMENDED CASH OFFER FOR



FFASTFILL PLC



BY



PATTINGTON LIMITED





Posting of Offer Document



On 15 February 2013, the boards of FFastFill Plc ("FFastFill") and Pattington Limited ("Pattington"), a member of the ION Group, announced that they had reached agreement on the terms of a recommended cash Offer by Pattington for the entire issued and to be issued share capital of FFastFill not already held by Pattington, whereby FFastFill Shareholders will receive 20 pence per FFastFill Share.



The boards of FFastFill and Pattington are pleased to announce that the Offer Document which sets out, amongst other things, the full terms and conditions of the Offer, a timetable of principal events and details of the actions to be taken by FFastFill Shareholders, was posted to FFastFill Shareholders yesterday. Participants in the FFastFill Share Schemes are also being sent further details of the actions they can take in respect of the Offer.







The anticipated timetable of principal events is as follows:



Event
Time and/or date




Publication of the Offer Document
21 February 2013



First Closing Date



Latest time and date for FFastFill Shareholders to accept the offer (if the Offer becomes or is declared unconditional as to acceptances on the First Closing Date)


1.00 p.m. on 15 March 2013



1.00 p.m. on 29 March 2013







Copies of the Offer Document will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Pattington's solicitors, Allen & Overy LLP, One Bishops Square, London E1 6AD and at Pattington's and FFastFill's websites www.pattingtonlimited.com and www.ffastfill.com.



Unless otherwise stated, all references in this announcement are to London time.



Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 15 February 2013 and the Offer Document.

In IC - Recommended offer, representing a 32.2 per cent premium to FFastfill's share price just prior to news of the bid. Day 7 - 20p cash per share . Sit tight.

Offer Update
RNS
RNS Number : 1763A
Pattington Limited
15 March 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

15 March 2013

Recommended cash offer

by Pattington Limited ("Pattington")

for FFastFill plc ("FFastFill")

Offer unconditional as to acceptances



On 15 February 2013, the boards of Pattington and FFastFill announced a recommended cash offer for the entire issued and to be issued ordinary share capital of FFastFill not already held by Pattington (the "Offer"). 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 the Offer has become unconditional as to acceptances.



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



Prior to making the Offer, Pattington obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain FFastFill Shareholders (including from the directors of FFastFill and one of their immediate family members) in respect of 138,041,230 FFastFill Shares, representing, in aggregate, approximately 28 per cent. of the existing issued share capital of FFastFill. As at 1:00 p.m. (London time) on 15 March 2013, valid acceptances had been received in respect of all FFastFill Shares subject to irrevocable undertakings.



As at 1:00 p.m. (London time) on 15 March 2013, valid acceptances had been received in respect of a further 99,585,206 FFastFill Shares, representing approximately 20.2 per cent. of the existing issued share capital of FFastFill.



Taking into account the existing holding of Pattington of 123,646,807 FFastFill Shares (representing approximately 25.1 per cent. of the issued share capital of FFastFill), Pattington is interested in 361,273,243 FFastFill Shares, representing approximately 73.2 per cent. of the issued share capital of FFastFill.

The acceptance condition to the Offer as set out in the Offer Document has therefore been satisfied and, accordingly, the Offer has been declared unconditional as to acceptances.

Compulsory acquisition, cancellation of trading on AIM and re-registration as a private company



As set out in the Offer Document, if Pattington receives sufficient acceptances under the Offer such that Pattington holds not less than 75 per cent. of the voting rights of FFastFill, Pattington intends, subject to the requirements of the AIM Rules, to procure that FFastFill makes an application to the London Stock Exchange for the cancellation of the admission to trading of FFastFill Shares on AIM on 20 business days' notice. Subject to the cancellation of admission to trading of FFastFill, 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.



Cancellation of the admission of FFastFill Shares to trading on AIM would significantly reduce the liquidity and marketability of any FFastFill Shares in respect of which acceptances of the Offer are not submitted and accordingly it is likely that the value of any such FFastFill Shares would be significantly affected.



As set out in the Offer Document, if Pattington receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the voting rights attached to the FFastFill Shares to which the Offer relates, and assuming all other Conditions of the Offer have been satisfied or waived (if they are capable of being waived), Pattington intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining FFastFill Shares to which the Offer relates on the same terms as the Offer.



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.

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 of 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.

Offer unconditional in all respects

http://www.moneyam.com/action/news/showArticle?id=4558972

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.