FXCM Announces Filing of Shelf Registration Statements
NEW YORK--(BUSINESS WIRE)-- FXCM Inc. (NYS: FXCM) today announced that it has filed a universal shelf registration statement on Form S-3 with the United States Securities and Exchange Commission ("SEC"). The registration statement is intended to provide the Company with flexibility to access the public capital markets in order to respond to business opportunities. Although the registration statement relating to these securities has been filed with the SEC, it has not yet become effective.
At the present time, FXCM has no specific plans to issue securities under the registration statement. If and when the registration statement is declared effective by the SEC, FXCM will be able to offer and sell, from time to time, up to $125 million of securities such as its Class A common stock, preferred stock, senior, subordinated or convertible debt securities, depositary shares, purchase contracts, warrants and units, or any combination thereof.
Following the effectiveness of the shelf registration statement, FXCM may periodically offer one or more of the registered securities in amounts, at prices, and on terms to be announced when, and if, the securities are offered. The terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom, will be established at the times of the offerings and will be described in prospectus supplements filed with the SEC at the times of the offerings.
"The purpose of this shelf registration statement is to provide us with optimal flexibility to fund general corporate activities, which could include the financing of acquisitions and investments," commented Drew Niv, Chairman and Chief Executive Officer of FXCM.
These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company also announced today, the filing of a resale shelf registration statement on Form S−3 with the SEC covering 9,000,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Resale Shares").
The resale shelf registration statement relates to part of the consideration the Company provided to the sellers for the acquisition of a controlling interest in Lucid Markets Trading Limited. The resale shelf registration statement was filed to satisfy the Company's obligations related to the registration rights of the sellers. The Resale Shares are being held in escrow subject to certain transfer restrictions and other requirements of the sellers pursuant to the Sale and Purchase Agreement, dated June 21, 2012 among FXCM and certain of the selling stockholders. If applicable, at such time that the sellers are permitted and choose to offer the Resale Shares to the public, the specific amounts, prices and manner of distribution will be set forth in a subsequent filing made with the SEC at the time of each offering. Any offer to sell, or solicitation of an offer to buy securities, if and when such offer is made, will be pursuant to a prospectus or a prospectus supplement that will be issued with respect to any such offering.
The resale shelf registration statement has been filed with the SEC but is not yet effective. The securities registered under the resale shelf registration statement may not be sold, nor may offers to buy be accepted prior to the time the resale shelf registration statement becomes effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A copy of the each of the universal and resale shelf registration statements on Form S-3 and copies of the prospectus supplements relating to any offerings under the registration statements, when available, can be obtained by contacting FXCM Inc., attention: David Sassoon, General Counsel and Secretary, 55 Water Street, Floor 50, New York, NY 10041. Telephone (646) 432-2986.
Disclosure Regarding Forward-Looking Statements
In addition to historical information, this release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect FXCM Inc.'s current views with respect to, among other things, its operations and financial performance for the future. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. FXCM Inc. believes these factors include but are not limited to evolving legal and regulatory requirements of the FX industry, the limited operating history of the FX industry, risks related to the protection of its proprietary technology, risks related to its dependence on FX market makers, market conditions and those other risks described under "Risk Factors" in FXCM Inc.'s Annual Report on Form 10-K and other SEC filings, which are accessible on the SEC website at sec.gov.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this presentation and in our SEC filings. FXCM Inc. undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
About FXCM Inc.
At the heart of FXCM's client offering is No Dealing Desk forex trading. Clients benefit from FXCM's large network of forex liquidity providers enabling FXCM to offer competitive spreads on major currency pairs. Clients have the advantage of mobile trading, one-click order execution and trading from real-time charts. FXCM's U.K. subsidiary, Forex Capital Markets Limited, also offers CFD products with no re-quote trading and allows clients to trade oil, gold, silver and stock indices along with forex on one platform. In addition, FXCM offers educational courses on forex trading and provides free news and market research through DailyFX.com.
Trading foreign exchange and CFDs on margin carries a high level of risk, and may not be suitable for all. Read full disclaimer.
Jaclyn Klein, 646-432-2463
Vice-President, Corporate Communications
Thomas Porac, 646-432-2998
Vice-President, Investor Relations
KEYWORDS: United Kingdom United States Europe North America New York
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