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Thursday 07 January, 2010

Astra 5.0 Ltd

Offer Update

RNS Number : 1811F
Astra 5.0 Ltd
07 January 2010
 



7 January 2010

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

Mandatory cash offer


for


FDM Group Plc


by


Astra 5.0 Limited


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


INTENTION TO COMPULSORILY ACQUIRE SHARES OF NON-ACCEPTING FDM SHAREHOLDERS


Astra today declares that as at 1.00 p.m. (London time) on 6 January 2010, Astra had received valid acceptances from FDM Shareholders in respect of, or otherwise acquired 21,240,717 FDM Shares, representing approximately 97.47 per cent. of the 21,790,973 FDM Shares to which the Offer relates.

Accordingly, Astra announces its intention to compulsorily acquire the outstanding non-accepting FDM Shares under the provisions of sections 974-991 Companies Act 2006. Astra also announces that FDM intends to apply to the London Stock Exchange for the cancellation of admission to trading of FDM Shares on AIM and also intends that FDM will be re-registered as a private company. It is anticipated that such cancellation will take effect on 19 February 2010.

As previously announced the Offer remains open for acceptance until further notice.

Definitions used in the Increased Offer Document dated 18 December 2009 have the same meanings when used in this announcement, unless the context requires otherwise.

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.

The Offer Document and Increased Offer Document are 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.


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