Statement re Possible Offer

RNS Number : 8611X

FDM Group PLC

24 August 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 AUGUST 2009

FDM Group PLC

("FDM" or the "Company")

STATEMENT RE POSSIBLE OFFER

On 4 June 2009 FDM (AIM: FDMG), the international IT services business, announced that it was in discussions with its management team (the "Management Team") in respect of a potential offer for the Company at 120 pence per share in cash. Since that date discussions have continued and have resulted in a revised proposal from the Management Team that may or may not lead to an offer for the Company at 135 pence per share (the "Revised Proposal").

The Management Team comprises Ivan Martin, Rod Flavell, David Templeman, Sheila Flavell and Andy Brown. It is anticipated that any offer that is forthcoming will be funded by funds managed and advised by Inflexion Private Equity Partners LLP ("Inflexion"), the Management Team's selected funding partner and investment by the Management Team. 

In light of the Revised Proposal Karl Monaghan, sole Independent Director, has granted the Management Team, Inflexion and their advisers permission to conduct a full due diligence exercise into the Company. The Company has entered into non solicitation and inducement fee agreements (the "Agreements") with the Management Team and Inflexion. Under the terms of the Agreements the Company, in certain circumstances, would be obliged to pay to the Management Team and Inflexion an inducement fee of up to 1 per cent. of the value of the Revised Proposal.

Whilst discussions are well progressed, there can be no certainty that an offer will be made for the Company. 

This announcement has been made with the consent of the Management Team and Inflexion. 

Further announcements will be made in due course. 

Enquiries: 

FDM Group plc Karl Monaghan - Independent Director	Tel: [phone]
Financial Adviser to FDM Group plc  Brewin Dolphin Investment Banking  Matt Davis/Neil McDonald	Tel: [phone]
Financial PR Adviser to FDM Group plc Buchanan Communications Lisa Baderoon/Jeremy Garcia	Tel: [phone]
The Management Team Rod Flavell, Chief Executive, FDM Group plc	Tel: [phone]
Inflexion Private Equity Partners LLP  Gareth Healy	Tel: [phone]
Financial Adviser to the Management Team Ernst & Young LLP  Tim Medak Mark Harrison	Tel: [phone]

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company by the offeror or the Company, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

Responsibility

The Directors of the Company accept responsibility for the information contained in this statement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this statement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Brewin Dolphin Ltd ("Brewin Dolphin"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for FDM Group PLC and no one else in connection with the matters set out in this announcement and are not advising any other person and accordingly will not be responsible to any person other than FDM Group PLC for providing the protections afforded to clients of Brewin Dolphin or for providing advice in relation to the matters described in this announcement.

Ernst & Young LLP ("Ernst & Young"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Management Team and no one else in connection with the matters set out in this announcement and are not advising any other person and accordingly will not be responsible to any person other than the Management Team for providing the protections afforded to clients of Ernst & Young or for providing advice in relation to the matters described in this announcement.

 

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