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Wednesday 16 December, 2009

Astra 5.0 Ltd

Offer Update

RNS Number : 2421E
Astra 5.0 Ltd
16 December 2009
 



FOR IMMEDIATE RELEASE

16 December 2009

Not for release, publication or distribution in or into the United StatesCanadaAustralia 

or Japan or any other jurisdiction where it would be unlawful to do so

Recommended increased cash offer

by

ASTRA 5.0 LIMITED

a company controlled by investment partnerships advised by

INFLEXION PRIVATE EQUITY PARTNERS LLP

for

FDM GROUP Plc 

at

150 pence per FDM Share

Summary

  • The Independent Director of FDM and the board of Astra announce that they have reached agreement on the terms of a recommended increased cash offer for the entire issued and to be issued share capital of FDM.

  • Under the terms of the Increased Offer, FDM Shareholders will be entitled to receive  150 pence per FDM Share in cashThe Increased Offer values the entire issued and to be issued share capital of FDM at approximately £35.4 million.

  • The Increased Offer Price represents a premium of approximately:

  • 51.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, the last business day prior to the announcement by FDM that it had received an approach from the Executive Management Team and Ivan Martin regarding a possible offer for FDM; 

  • 75.4 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month period ending on 3 June 2009; and

  • 87.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, as adjusted for cash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. The cash adjusted Offer Price is 109.3 pence (being 150.0 pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 was 58.pence (being 99.0 pence less 40.7 pence). 

  • The Increased Offer will constitute a revision of the Original Offer, and will remain subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document, which will be sent to FDM Shareholders shortly.

  • 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 procedure for the acceptance of the Increased Offer will be the same as for acceptance of the Original Offer. FDM Shareholders wishing to accept the Increased Offer in advance of receiving the Increased Offer Document may do so by following the procedures set out in paragraph 14 of Part II of the Original Offer Document as soon as practicable.

  • The Increased Offer will remain open for acceptance for at least 14 days following the posting of the Increased Offer Document, which it is intended will be issued on or before 24 December 2009. 

  • As previously announced, Astra has received irrevocable undertakings and a non-binding letter of intent to accept the Original Offer or to procure that any other person accepts the Original Offer, and has an agreement to acquire FDM Shares under the Share Exchange Agreements in respect of a total of 12,436,221 FDM Shares (excluding Management Option Shares), representing approximately 53.56 per cent. of the existing issued share capital of FDM. Since the posting of the Offer Document, Henderson Global Investors Limited ("Henderson") has announced that it has sold its entire holding, being 317,916 FDM Shares which were subject to the non-binding letter of intent.

  • Furthermore, Astra has received irrevocable undertakings to accept the Increased Offer from, Ennismore Fund Management Limited in respect of 2,102,700 FDM Shares and  the Royal County of Berkshire in respect of 234,050 FDM Shares.

  • In addition, the Inflexion Funds, which are acting in concert with Astra and the Management Team have acquired 1,350,891 FDM Shares at a price of 150 pence per FDM Share. Astra has entered into a sale and purchase agreement with the Inflexion Funds to acquire these FDM Shares.

  • In aggregate, Astra has therefore received irrevocable undertakings to accept the Increased Offer or to procure that any other person accepts the Increased Offer, has an agreement to acquire FDM Shares under the Share Exchange Agreements  or is otherwise interested in 15,805,946 FDM Shares (excluding Management Option Shares), representing approximately 68.07 per cent. of the existing issued share capital of FDM.

  • Astra, the Inflexion Funds, the Executive Management Team and Ivan Martin confirm that in respect of their aggregate shareholding of 3,625,148 FDM Shares (excluding Management Option Shares), representing approximately 15.61 per cent. of the existing issued share capital of FDM, and any further FDM Shares which they might acquire, they will vote against any scheme of arrangement proposed by any offeror other than Astra and will not accept any contractual offer made by any offeror other than Astra at any price (this statement ceasing to apply if that contractual offer becomes or is declared wholly unconditional or if the Increased Offer lapses).

  • The Independent Director of FDM, who has been so advised by Brewin Dolphin, considers the terms of the Increased Offer to be fair and reasonable. In providing its advice to the Independent Director, Brewin Dolphin has taken into account the commercial assessments of the Independent Director.

  • Accordinglythe Independent Director intends to recommend that FDM Shareholders accept the Increased Offer, as he has done in respect of his entire beneficial holding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the existing issued share capital of FDM.

Commenting on the Increased Offer, Rod Flavell, Chief Executive Officer of FDM and member of the Management Team, said:

"The Management Team is committed to completing this transaction with Inflexion and is delighted that a significant majority of FDM Shareholders have now thrown their weight behind the Increased Offer. I hope now that we can move things to a timely conclusion in order that we can return to managing the business on a day-to-day basis."

Commenting on the Increased Offer, John Hartz, Managing Partner of Inflexion, said:

"We believe the revised offer represents a compelling valuation for the business and is a substantial 87.5% premium to the cash-adjusted price on 3 June 2009, the last day before offer talks were announced. Against the background of challenging sector and stock-market conditions, investors in FDM are achieving a full price for their shares."

This summary should be read in conjunction with the full text of the following announcement (including its Appendices). Appendix III to the following announcement contains definitions of certain terms used in this summary and the following announcement.

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.fdmgroup.com and www.inflexion.com.

Enquiries

Inflexion and Astra 


Gareth Healy

020 7487 9888

Richard Swann


John Hartz




Ernst & Young (Financial adviser to Astra)


Tim Medak

020 7951 2000

Mark Harrison




Altium (Broker to Astra)


Stephen Georgiadis

020 7484 4040

Tim Richardson




Citigate Dewe Rogerson (PR advisor to Astra)


Simon Rigby

020 7638 9571



FDM


Karl Monaghan, Independent Director

0870 060 3100



Brewin Dolphin (Financial adviser to FDM


Matt Davis

0845 213 1000

Neil McDonald




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.

Brewin Dolphin is acting exclusively for FDM in connection with the Increased Offer and will not be responsible to any person other than FDM for providing the protections afforded to clients of Brewin Dolphin 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 which Astra intends to despatch shortly to FDM Shareholders and, for information only, to participants in the FDM Share Schemes.

The availability of the Increased Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Increased Offer Document.

The Increased Offer referred to in this announcement will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Increased Offer will not be capable of acceptance by any such use, means, instrumentally or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United StatesCanadaAustralia or Japan or any such other jurisdiction.

FDM Shareholders (including, without limitation, nominees, trustee or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or other such jurisdiction.


  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 or Astra, 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 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 or Astra, 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 or Astra by FDM or Astra, or by any of their respective "associates", must be disclosed by not 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 on telephone number +44(0)20 7382 9026 or fax number +44(0)20 7236 7005.


  FOR IMMEDIATE RELEASE

16 December 2009

Not for release, publication or distribution in or into the United StatesCanadaAustralia 

or Japan or any other jurisdiction where it would be unlawful to do so

Recommended increased cash offer

by

ASTRA 5.0 LIMITED

a company controlled by investment partnerships advised by

INFLEXION PRIVATE EQUITY PARTNERS LLP

for

FDM GROUP Plc 

at

150 pence per FDM Share

1.           Introduction

The Independent Director of FDM and the board of Astra announce that they have reached agreement on the terms of a recommended increased cash offer for the entire issued and to be issued share capital of FDM.

Astra has agreed to increase its Offer to 150 pence per FDM Share.

The Increased Offer will constitute a revision of the Original Offer, and will remain subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document.

Appendix II contains sources and bases for certain information contained in this announcement, and Appendix III contains definitions of certain terms used in this announcement.

2.                      The Increased Offer

Subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document, FDM Shareholders who accept the Increased Offer will receive:

For each FDM Share

150 pence in cash

The Increased Offer values the entire issued and to be issued share capital of FDM at approximately £35.4 million.

Subject to the Increased Offer being declared unconditional in all respects, the cash consideration of 150 pence per FDM Share shall be payable to all FDM Shareholders who validly accept the Increased Offer while it remains open for 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 Price represents a premium of approximately:

  • 51.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, the last business day prior to the announcement by FDM that it had received an approach from the Executive Management Team and Ivan Martin regarding a possible offer for FDM; 

  • 75.4 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month period ending on 3 June 2009; and

  • 87.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, as adjusted for cash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. The cash adjusted Offer Price is 109.3 pence (being 150.0 pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 was 58.pence (being 99.0 pence less 40.7 pence).

FDM Shares will be acquired by Astra pursuant to the Increased Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them on or after the date of this announcement, including the right to receive and retain all dividends, interest and other distributions declared, paid or made on or after the date of this announcement.

The Increased Offer extends to all FDM Shares unconditionally allotted or fully paid on the date of the Increased Offer and any FDM Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the FDM Share Schemes) except those to be sold under the Share Exchange Agreements before the date on which the Increased Offer closes (or such earlier date as Astra may, subject to the City Code, decide, not being earlier than the date on which the Increased Offer becomes unconditional as to acceptances).

3.                      Recommendation

The Independent Director of FDM, who has been so advised by Brewin Dolphin, considers the terms of the Increased Offer to be fair and reasonable. In providing its advice to the Independent Director, Brewin Dolphin has taken into account the commercial assessments of the Independent Director.

Accordinglythe Independent Director intends to recommend that FDM Shareholders accept the Increased Offer, as he has done in respect of his entire beneficial holding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the existing issued share capital of FDM.

4.                      Irrevocable Undertakings and letters of intent

As previously announced, Astra has received irrevocable undertakings and a non-binding letter of intent to accept the Original Offer or to procure that any other person accepts the Original Offer, and has an agreement to acquire FDM Shares under the Share Exchange Agreements in respect of a total of 12,436,221 FDM Shares (excluding Management Option Shares), representing approximately 53.56 per cent. of the existing issued share capital of FDM. Since the posting of the Offer Document, Henderson Global Investors Limited ("Henderson") has announced that it has sold its entire holding, being 317,916 FDM Shares which were subject to the non-binding letter of intent.

Furthermore, Astra has received irrevocable undertakings to accept the Increased Offer from:

  • Ennismore Fund Management Limited in respect of 2,102,700 FDM Sharesand

  • the Royal County of Berkshire in respect of 234,050 FDM Shares.

In addition, the Inflexion Funds, which are acting in concert with Astra and the Management Team have acquired 1,350,891 FDM Shares at a price of 150 pence per FDM Share. Astra has entered into a sale and purchase agreement with the Inflexion Funds to acquire these FDM Shares.

In aggregate, Astra has therefore received irrevocable undertakings to accept the Increased Offer or to procure that any other person accepts the Increased Offer, has an agreement to acquire FDM Shares under the Share Exchange Agreements or is otherwise interested in 15,805,946 FDM Shares (excluding Management Option Shares), representing approximately 68.07 per cent. of the existing issued share capital of FDM.

The irrevocable undertakings referred to above from Ennismore and the Royal County of Berkshire will cease to be binding if a competing offer is announced (in accordance with Rule 2.5 of the Code) to acquire the issued share capital of FDM at an offer price which represents a value of not less than the sum of 110 per cent. of the value of the Increased Offer Price under the Increased Offer.

Astra, the Inflexion Funds, the Executive Management Team and Ivan Martin confirm that in respect of their aggregate shareholding of 3,625,148 FDM Shares (excluding Management Option Shares), representing approximately 15.61 per cent. of the existing issued share capital of FDM, and any further FDM Shares which they might acquire, they will vote against any scheme of arrangement proposed by any offeror other than Astra and will not accept any contractual offer at any price made by any such offeror (this statement ceasing to apply if that contractual offer becomes or is declared wholly unconditional or if the Increased Offer lapses).

5.                      Financing

The consideration payable under the Increased Offer will be financed through a combination of equity and debt financing provided by the Inflexion Funds and, subject to the consent of Ernst & Young and to the provisions of the Code, further debt financing, consisting of senior debt facilities of £13.0 million, which have been arranged and fully underwritten by HSBC Bank plc ("HSBC") and a short term bridge facility which has been arranged and fully underwritten by Investec Bank plc ("Investec") of up to £35.7 million to pay (i) approximately £35.4 million to FDM Shareholders pursuant to the Increased Offer and Share Exchange Agreements and (ii) the balance in respect of arrangement fees, costs and expenses

The facilities agreement under which HSBC has agreed to provide the £13.0 million of debt financing requires that Astra will not waive, amend or vary or declare or treat as satisfied any condition of the Increased Offer where such waiver, amendment or variation is material (unless it is required by the Code or the Panel). 

The facilities agreement under which Investec has agreed to provide up to £35.7 million of short term debt financing requires that Astra will not waive, amend or vary or declare or treat as satisfied any condition of the Increased Offer where such waiver, amendment or variation is material (unless it is required by the Code or the Panel). The amount  of the Investec facility will be reduced by the amount drawn down from the HSBC facility. 

As required by the Code, Ernst & Young, as financial adviser to Astra, has confirmed that it is satisfied that sufficient resources are available to Astra to satisfy in full the cash consideration payable to FDM Shareholders under the terms of the Increased Offer.

6.                      Increased Offer Document and Procedures for Acceptance of the Revised Offer

It is intended that the Increased Offer Document, containing the full terms and conditions of the Increased Offer will be posted to FDM Shareholders on or before 24 December 2009.

The Increased Offer will constitute a revision of the Original Offer, and the Increased Offer will remain subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document.

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 procedure for the acceptance of the Increased Offer will be the same as for acceptance of the Original Offer. FDM Shareholders wishing to accept the Increased Offer in advance of receiving the Increased Offer Document may do so by following the procedures set out in paragraph 14 of Part II of the Original Offer Document.

The Increased Offer will remain open for at least 14 days following the posting of the Increased Offer Document.

7.          Disclosure of interests in FDM

Immediately prior to this announcement on 16 December 2009, being the latest practicable date prior to the publication of this announcement, the Management Team, who are acting in concert with Astra for the purposes of the Increased Offer (i) owned or controlled 2,357,044 FDM Shares; and (ii) held options over 242,450 FDM Shares granted under the FDM Share Schemes.

Immediately prior to this announcement on 16 December 2009, the Inflexion Funds acquired 1,350,891 FDM Shares at a price of 150 pence per FDM Share. Astra has entered into a sale and purchase agreement with the Inflexion Funds to acquire these FDM Shares.

Immediately prior to this announcement on 16 December 2009, being the latest practicable date prior to the publication of this announcement, save for: (i) the disclosures in this paragraph 7; (ii) the Management Arrangements; and (iii) the irrevocable undertakings referred to in paragraph 4 above, none of Astra or Inflexion or any of their directors or, so far as Inflexion and the Astra Directors are aware, any person acting, or deemed to be acting, in concert with Astra:

  • had an interest in, or right to subscribe for, relevant securities of FDM;

  • had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of FDM; 

  • had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of FDM; or

  • had borrowed or lent any FDM Shares. 

Furthermore, no arrangement exists with Astra, Inflexion or FDM or an associate of Astra, Inflexion or FDM in relation to FDM Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to FDM Shares which may be an inducement to deal or refrain from dealing in such securities.

8.                      General

The Increased Offer will constitute a revision of the Original Offer, and the Increased Offer will remain subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document. The Increased Offer Document will include full details of the Increased Offer and the expected timetable and will be accompanies by a Form of Acceptance. These will be dispatched to FDM Shareholders in due course. The Increased Offer will be governed by the laws of England. The Increased Offer will be subject to the applicable requirements of the City Code, the Panel, the AIM Rules and applicable laws.

This announcement does not constitute an offer or an invitation to purchase any securities.

Appendix III contains definitions of the terms used in this announcement.

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.fdmgroup.com and www.inflexion.com.

Enquiries

Inflexion and Astra 


Gareth Healy

020 7487 9888

Richard Swann


John Hartz




Ernst & Young (Financial adviser to Astra)


Tim Medak

020 7951 2000

Mark Harrison




Altium (Broker to Astra)


Stephen Georgiadis

020 7484 4040

Tim Richardson




Citigate Dewe Rogerson (PR advisor to Astra)


Simon Rigby

020 7638 9571



FDM


Karl Monaghan, Independent Director

0870 060 3100



Brewin Dolphin (Financial adviser to FDM


Matt Davis

0845 213 1000

Neil McDonald




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.

Brewin Dolphin is acting exclusively for FDM in connection with the Increased Offer and will not be responsible to any person other than FDM for providing the protections afforded to clients of Brewin Dolphin 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 which Astra intends to despatch shortly to FDM Shareholders and, for information only, to participants in the FDM Share Schemes.

The availability of the Increased Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Increased Offer Document.

The Increased Offer referred to in this announcement will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Increased Offer will not be capable of acceptance by any such use, means, instrumentally or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United StatesCanadaAustralia  or Japan or any such other jurisdiction.

FDM Shareholders (including, without limitation, nominees, trustee or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or other such jurisdiction.



APPENDIX I


Conditions and Certain Further Terms of the Increased Offer

The Increased Offer is subject to the satisfaction or, if applicable, waiver of the conditions set out in Section A of Part III of the Original Offer Document.


APPENDIX II

Sources and Bases of Information

(i)    The value placed by the Increased Offer on the entire issued and to be issued share capital of FDM is based on 23,220,000 FDM Shares in issue on 16 December 2009, the last dealing day prior to the date of this announcement and options over 417,850 FDM Shares granted under the FDM Share Schemes (of which 20,075 options over FDM Shares will be satisfied from the existing holding of shares of the EBT). 

(ii)    The FDM Closing Price on 3 June 2009 is taken from the Official List.

(iii)    Unless otherwise stated, the financial information relating to FDM is extracted from the audited consolidated financial statements of FDM for the year ended 31 December 2008. 

(iv)    The amount of cash on the balance sheet of FDM of £9.5m at 30 June 2009 is taken from FDM's Interim Results for the 6 months to 30 June 2009. On the basis of 23,220,000 FDM Shares in issue on 15 December 2009, the last dealing day prior to the date of this announcement, this amount of cash is equivalent to 40.7 pence per FDM Share. The cash adjusted Increased Offer Price is 109.3 pence (being 150.0 pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 is 58.pence (being 99.0 pence less 40.7 pence).

(v)    The number of FDM Shares to which the Increased Offer relates is 21,630,699. 


  APPENDIX III

    Definitions

Unless the context otherwise requires and save to the extent superseded in this announcement, the definitions in the Original Offer Document shall also apply to this announcement together with the following definitions:

"Increased Offer"

the cash offer to be made by Astra to acquire all the issued and to be issued FDM Shares on the terms and subject to the conditions set out in this announcement and to be set out in the Increased Offer Document and including, where the context so required, any subsequent revision, variation extension or renewal thereof

"Increased Offer Document"

the document detailing the terms of the Increased Offer to be sent to FDM Shareholders 

"Increased Offer Price"

150 pence per FDM Share

"Original Offer"

the cash offer of 141 pence per FDM Share made by Astra on 27 November 2009 to acquire all the issued and to be issued FDM Shares on the terms and subject to the conditions in the Original Offer Document

"Original Offer Document"

the document details in the terms of the Original Offer sent to FDM Shareholders on 27 November 2009



All times refer to the time in London, England unless otherwise stated.




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