GFI to acquire the Kyte Group

Source: GFI

GFI Group Inc. (NASDAQ: GFIG) ("GFI") announced today that it has agreed to acquire The Kyte Group Limited ("KGL") and Kyte Capital Management ("KCM") (together "Kyte"). Kyte, which is a member of leading exchanges including NYSE Euronext, NYSE LIFFE and Eurex, provides clearing, broking, settlement and back-office services to proprietary traders, brokers, market makers and hedge funds. In addition, Kyte provides seed capital to start-up trading groups, small hedge funds, market-makers and individual sole traders.

Kyte, a privately held company, was established in London in 1985 by David Kyte. For Kyte's fiscal year ended March 31, 2009, the combined Kyte companies had ₤115.4 million in revenues, ₤22.5 million in gross profit and ₤11.7 million in pre-tax profit, on a UK GAAP basis, excluding noncontrolling interests. For Kyte's fiscal year ended March 31, 2010, pre-tax profit is preliminarily expected to be between ₤6.0 and ₤7.0 million on a UK GAAP basis after excluding noncontrolling interests.

Kyte has established a reputation as one of the leading providers of clearing, risk management and settlement services in its target markets. Kyte's customers are able to use Kyte's exchange memberships in order to trade exchange listed, traditional and alternative investment instruments including financial futures and options, cash stocks, cash bonds, warrants, foreign exchange and commodity derivatives.

Upon the closing of the transaction, GFI expects to pay approximately £38.3 million, subject to the adjustments described below, to acquire a 70% equity ownership interest in Kyte. The purchase price will be made up of approximately ₤22.4 million in cash, financed from GFI's internal cash resources, and shares of GFI common stock with an approximate value of ₤15.9 million. The final purchase price will be subject to various adjustments, based on the price of GFI stock and the amount of Kyte's surplus capital at closing and the satisfaction of certain legal, financial and other criteria. In addition, GFI will acquire the residual 30% equity interest in Kyte and its affiliates for a further cash payment, which will be calculated based on the performance of Kyte during the three year period ending June 30, 2013. GFI anticipates the transaction will be accretive to non-GAAP earnings in the calendar year of 2010.

Michael Gooch, Chairman and Chief Executive Officer of GFI, commented: "We believe the acquisition of Kyte and, in particular, its expertise in the listed derivatives markets and its proven risk management and clearing platforms, will position GFI well in an environment favoring standardized, exchange traded products. David Kyte is a highly respected entrepreneur in the London trading community and we are delighted to be bringing his innovative business into the GFI group of companies."

David Kyte, Founder of Kyte, said: "Teaming up with GFI will allow Kyte to benefit from GFI's greater scale and resources and position Kyte to profit from attractive growth opportunities in its core markets in the future."

The transaction, which has been approved by the Financial Services Authority (FSA), is expected to close in July 2010 upon satisfaction of certain customary conditions.

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