Statement re Possible Offer

RNS Number : 3343T

FDM Group PLC

04 June 2009

 



FDM Group PLC

4 June 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

FDM Group PLC

("FDM" or the "Company")

STATEMENT ON POSSIBLE OFFER

The Company announces that it is currently in discussions with its management team (the "Management Team") which may or may not lead to an offer being made for the Company at 120 pence per share in cash.

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 solely by funds managed and advised by Inflexion Private Equity Partners LLP ("Inflexion"), the Management Team's selected funding partner.  

An independent committee of the board of FDM comprising Karl Monaghan, the sole Independent Director has been formed to evaluate the possible offer and has granted the Management Team and Inflexion permission to commence detailed due diligence into the Company.

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.

Pursuant to Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has the following securities in issue: 23,220,000 ordinary shares of 1 pence each, ISIN GB00B06HK710

Further announcements will be made in due course.

Enquiries:

FDM Karl Monaghan – Independent Director	Tel: [phone]
Financial Adviser to FDM Brewin Dolphin Investment Banking Matt Davis Neil McDonald	Tel: [phone]
The Management Team Rod Flavell, Chief Executive FDM     Inflexion Private Equity Partners LLP                  Gareth Healy	Tel: [phone]       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.

 

END

 

 

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