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Monday 21 December, 2009

Astra 5.0 Ltd

Offer Document Posted

RNS Number : 4244E
Astra 5.0 Ltd
21 December 2009
 



Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so


Recommended increased cash offer

for

FDM Group Plc

by

Astra 5.0 Limited

a company controlled by investment partnerships advised by Inflexion Private Equity Partners LLP


POSTING OF INCREASED OFFER DOCUMENT


Further to the announcement made on 16 December 2009 regarding the recommended increased cash offer  ('Increased Offer') to be made by Astra 5.0 Limited ('Astra') to acquire the entire issued and to be issued share capital of FDM Group Plc ('FDM')Astra announces that the Increased Offer document ('Increased Offer Document') containing full terms of, and conditions to, the Increased Offer was posted on 18 December 2009 to FDM Shareholders, together with the related New Form of Acceptance.

FDM Shareholders who have already validly accepted the Original Offer need take no further action; their acceptances of the Original Offer are deemed to be acceptances of the Increased Offer.

The Increased Offer will remain open for acceptance until 1.00 p.m. on 6 January 2010.

To accept the Increased Offer in respect of FDM Shares held in certificated form, FDM Shareholders should complete, sign and return the New Form of Acceptance, which accompanies the Increased Offer Document together with their share certificate(s), in accordance with the instructions contained therein and set out in the Increased Offer Document, as soon as possible and, in any event, so as to be received by Neville Registrars by no later than 1.00pm (London time) on 6 January 2010

To accept the Increased Offer for FDM Shares held in CREST, FDM Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Increased Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00pm (London time) on 6 January 2010.

Copies of the Increased Offer Document, and the New Form of Acceptance are available from Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) while the Increased Offer remains open for acceptance. 

Terms defined in the Increased Offer Document have the same meaning in this announcement. 

Ernst & Young is acting exclusively for Astra in connection with the Increased Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Ernst & Young or for providing advice in relation to the Increased Offer or any other matter referred to in this announcement.

Altium is acting exclusively for Astra in connection with the Increased Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Altium or for providing advice in relation to the Increased Offer or any other matter referred to in this announcement.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Increased Offer should be made only on the basis of information referred to in the Increased Offer Document. 

The Increased Offer Document is available on the FDM website at www.fdmgroup.com and on the Inflexion website at http://www.inflexion.com.


Enquiries:

Inflexion and Astra 

Gareth Healy 

Richard Swann

John Hartz

Tel: 020 7487 9888

Ernst & Young (Financial adviser to Astra)

Tim Medak

Mark Harrison

Tel: 020 7951 2000


Altium (Broker to Astra)

Stephen Georgiadis

Tim Richardson

Tel: 020 7484 4040

Citigate Dewe Rogerson (PR adviser to Astra)

Simon Rigby

Tel: 020 7638 9571


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of FDM, all 'dealings' in any 'relevant securities' of that 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 Increased 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 FDM, 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 FDM by Astra or any other potential offeror of FDM, 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 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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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