FD Technologies plc (LON:FDP) announces that it has entered into an agreement to sell the Group’s First Derivative Business to EPAM Systems, Inc. for an enterprise value of £230 million.

The Divestment is expected to complete in the fourth quarter of 2024, subject to shareholder approval, amongst other things.

After customary closing adjustments, transaction and separation costs, net cash proceeds are expected to be approximately £205m.

The Divestment constitutes a fundamental change of business under AIM Rule 15 and is conditional upon, among other things, shareholder approval by ordinary resolution at a general meeting.

The Board has been considering the options to maximise shareholder value for more than 18 months, taking independent advice throughout the process. In October 2023, a formal review of the Group structure was announced, which enabled extensive consultation with shareholders and input from advisers. The aim of the review was to determine the optimal organisational structure and allocation of capital to best drive value for shareholders.

On 1 March 2024, the Board announced that it had unanimously concluded that the separation of its three businesses (KX, the First Derivative Business and MRP) was the most effective way to achieve these objectives and was in the best interest of shareholders.

It was also announced on 1 March 2024 that the Company had agreed an all-share merger of its MRP business with CONTENTgine to create a top-tier provider in the B2B demand generation services market. FD Technologies owns 49% of the combined entity, pharosIQ, which is reflected as an associate investment and therefore not consolidated in the Group’s financial statements.

Since 1 March 2024, a comprehensive process has been undertaken with the support of advisers to identify and engage with potential purchasers of the First Derivative Business to ensure that any divestment would reflect its value.