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Friday 18 December, 2009

Astra 5.0 Ltd

Offer Update

RNS Number : 4164E
Astra 5.0 Ltd
18 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

 

18 December 2009


Recommended cash offer

for

FDM Group Plc

by

Astra 5.0 Limited

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


OFFER UPDATE AND OFFER EXTENSION

Background

On 26 November 2009Astra 5.0 Limited ('Astra') announced a recommended cash offer to acquire the entire issued and to be issued share capital of FDM Group Plc ('FDM') (the 'Offer'). The full terms and conditions of the Offer were set out in the offer document posted by Astra on 2November 2009 (the 'Offer Document').

Subsequently, on 16 December 2009, Astra announced a recommended increased cash offer to acquire the entire issued and to be issued share capital of FDM Group Plc ('FDM') (the 'Increased Offer'). The full terms and conditions of the Increased Offer will be set out in a revised offer document, which it is intended will be issued on or before 21 December 2009 (the "Increased Offer Document"). 

Level of acceptances

Astra announces that as at 1.00pm (London time) on 18 December 2009, being the First Closing Date of the OfferAstra had received valid acceptances from FDM Shareholders in respect of 13,480,472 FDM Shares, representing approximately 62.32 per cent. of the 21,630,699 FDM Shares to which the Offer relates and approximately 58.06 per cent. of FDM's existing issued share capital. 

Upon announcement of the Increased Offer on 16 December 2009 Astra had received irrevocable undertakings to accept, or (where applicable) to procure the acceptance of, the Increased Offerin respect of 12,865,754 FDM Shares, representing approximately 55.41 per cent. of the existing issued share capital of FDM Valid acceptances have been received in respect of 10,763,054 FDM Shares, which are the subject of the above irrevocable undertakings and included in the aggregate acceptances set out above. 

Of the irrevocable undertakings referred to above, acceptances have yet to be received from Ennismore Fund Management Limited ("Ennismore") in respect of 2,102,700 FDM Shares representing 9.06 per cent. of the existing issued share capital of FDM.

The irrevocable undertaking from Ennismore 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.

In addition, pursuant to the Share Exchange Agreements, Astra is interested in 1,589,301 FDM Shares, representing approximately 6.84 per cent. of FDM's existing issued share capital.  

In addition, the Inflexion Funds, which are acting in concert with Astra and the Management Team have acquired 1,994,101 FDM Shares, representing approximately 8.59 per cent. of FDM's existing issued share capital 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.

Accordingly, Astra has either received valid acceptances, received irrevocable undertakings which have yet to accept the Increased Offer or is otherwise interested in a total of 19,166,574 FDM Shares, representing approximately 82.54 per cent. of the existing issued share capital of FDM.

Extension of the Offer

The Increased Offer, which will be subject to the terms and conditions set out in the Increased Offer Documentwill remain open for acceptance until the next closing date which will be 1.00pm (London time) on 6 January 2010. Any further extensions of the Offer will be publicly announced by 8.00am (London time) on the business day following the day on which the Offer was otherwise due to expire, or such later time or date as the Panel may agree.

Acceptance condition

As detailed in the Offer Document, the Offer is conditional, inter alia, upon valid acceptances being received in respect of not less than 90 per cent. of FDM shares to which the Offer relates. Furthermore Astra reserves the right to reduce the condition for valid acceptances received to such lesser percentage as Astra may, subject to the Code, decide


Procedure 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.

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 21 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.

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.

Terms defined in the announcement dated 26 November 2009 in relation to the Offer have the same meaning in this announcement. 

Ernst & Young is acting exclusively for Astra in connection with the 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 Offer or any other matter referred to in this announcement.

Altium is acting exclusively for Astra in connection with the 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 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 Offer should be made only on the basis of information referred to in the Offer Document and the Increased Offer Document, which will be issued on or before 24 December 2009.. 

The 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 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.



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