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Exchange Systems Technology

- accelerating growth and fulfilling strategic requirements FFastFill plc (AIM:FFA), a leading provider of application services to the global derivatives community, has announced its intention to acquire EST and raise approximately £5.5 million by way of a placing. The Company has also today announced its preliminary results for the year to 31 March 2007 , reporting full year revenue growth of 27.6 per cent. to £6.1 million.

Highlights

• FFastFill has made an offer to acquire Exchange Systems Technology Limited (“EST”) for a maximum consideration of £4.8 million to be satisfied in cash and by the issue of up to 8,571,429 Consideration Shares.

• The Directors believe that the acquisition of EST has compelling strategic and financial logic for both companies and represents an attractive opportunity to expand FFastFill's product set and accelerate its growth.

• The principal benefits of the Acquisition are as follows:

• Broader product range and enhanced service offerings
• Wider sales opportunities
• Substantial savings
• Enhanced earnings per share

Keith Todd, Executive Chairman & CEO, said:

“The acquisition of EST is a transformational transaction that will accelerate FFastFill's growth and fulfil an important strategic requirement by combining FFastFill's front office capability with EST's back-office solutions. This will enable FFastFill to provide customers with the choice of a fully integrated front to back application service for electronic trading of exchange traded derivatives, CFDs and especially LME products.”

Reasons for the Acquisition

The Board believes that the Acquisition has compelling strategic and financial logic for both companies and represents an attractive opportunity to expand FFastFill's product set and accelerate its growth. The principal benefits of the Acquisition are as follows:

• Broader product range and enhanced service offerings

FFastFill's current product range is focused on the delivery of front office IT solutions for the exchange traded derivatives market delivered on an ASP basis. Recently, the Company has also begun to address the emerging market for multi asset class trading and currently has end users that trade equities, repos and CFDs, as well as exchange traded derivative products. FFastFill has also established a leading position in metals trading with a significant volume of the LME electronic volume being conducted through FFastFill systems.
FFastFill's current solutions have no back office capability and therefore have to integrate with numerous third party back office systems. EST's back-office software solutions are complementary to FFastFill's current offerings and meet many of FFastFill's strategic requirements in respect of back office functionality for its product suite. The Acquisition will provide FFastFill with a strategic product set significantly earlier and more cost effectively than if the Company were to develop such functionality in-house.
While many customers will continue to acquire back office systems separately from the other components, FFastFill believes that there are important benefits to be achieved for customers in being able to offer a full front to back office capability on an application service basis. These benefits potentially include improved risk management and reduced cost of support operations. FFastFill believes that the initial niche market opportunities for this ‘front to back office' solution may be with firms trading on LME, trading CFDs and, progressively, dedicated multi asset class trading firms.

• Sales opportunities

EST's marketing strategy has been to concentrate on London based market participants such as exchange traded derivative firms, LME customers, CFD traders and small equity trading firms.
FFastFill believes that there are many customer prospects in this market, and that EST's ability to convert these will be enhanced if it is part of a larger, more financially secure group with a broader product offering. In addition to this, the Directors also believe that with further development, EST's software would be suitable for the international exchange traded derivative market which could be accessed through FFastFill's international marketing team and existing relationships with global investment banks.
The Acquisition will also allow FFastFill to cross-sell a number of its own products to EST's existing customers.

• Cost synergies

As a result of the combination of the two businesses the Directors expect to be able to make substantial savings in areas such as consolidating FFastFill's and EST's use of data centres and the utilisation of FFastFill's established Prague based operation to assist with EST's product development and administration requirements. Savings from these measures are expected to be in the region of £0.5 million per year.

• Enhancement in earnings

The Acquisition will assist in accelerating FFastFill's growth. The Directors believe that the Acquisition will have a neutral effect on FFastFill's earnings per share for the year ended 31 March 2008 (before exceptional costs) and that it will enhance earnings per share in the year ending 31 March 2009 .