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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the Offer or what action you should take, you are recommended to seek your own financial
advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriately authorised financial adviser.
This document should be read in conjunction with the accompanying Form of Acceptance and Form of Proxy. If
you have sold or otherwise transferred all of your shares in FDM Group plc, please forward this document, (but
not the personalised Form of Acceptance (for shares held in certificated form) and Form of Proxy) and reply-paid
envelope, as soon as possible to the buyer or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was made for delivery to the buyer or transferee. However, such documents should not be
mailed, transmitted or distributed, in whole or in part, in, into or from the United States, Canada, Australia, Japan
or any other jurisdiction where to do so would violate the relevant laws of that jurisdiction. If you have sold part
only of your holding of FDM Shares, you should retain these documents.
The availability of the Offer to FDM Shareholders who are not resident in the United Kingdom may be affected
by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United
Kingdom should read paragraph 12 of the letter from Ernst & Young LLP set out in Part II of this document and
should inform themselves about, and observe, any applicable legal or regulatory requirements in their jurisdiction.
Recommended Cash Offer
by
ASTRA 5.0 LIMITED
a company controlled by investment partnerships advised by
INFLEXION PRIVATE EQUITY PARTNERS LLP
for
FDMGROUP PLC
Your attention is drawn to the letter from the Independent Director set out in Part I of this document which contains
the recommendation of the Independent Director on the basis of the information contained in paragraph 3 of Part I
that FDM Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution to be
proposed at the General Meeting.
The procedure for acceptance of the Offer is set out on pages 21 to 24 of this document and, in respect of
FDMShares held in certificated form (that is, not in CREST), the Form of Acceptance which forms part of
this document. To accept the Offer in respect of certificated FDM Shares, the Form of Acceptance should
be completed, signed and returned to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen,
West Midlands B63 3DA, as soon as possible and, in any event, so as to be received by no later than 1.00 p.m.
on 18 December 2009.
To accept the Offer in respect of FDMShares held in uncertificated form (that is, in CREST), an Electronic
Acceptance must be made and must settle as soon as possible and, in any event, by no later than 1.00 p.m. on
18 December 2009. If you hold your FDMShares as a CREST sponsored member, you should refer to your
CREST sponsor before complying with the procedures set out in paragraph 14(b) of Part II of this document.
Notice of the General Meeting of FDM to be held at the offices of Dechert LLP at 160 Queen Victoria Street,
London EC4V 4QQ at 11.00 a.m. on 15 December 2009 is set out at the end of this document. A Form of Proxy
for use at the General Meeting is enclosed. To be valid, Forms of Proxy for use in connection with the General
Meeting should be completed and returned by post as soon as possible and, in any event, so as to reach the
Company’s registrars, Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA by
no later than 11.00 a.m. on 13 December 2009. Completion and return of a Form of Proxy will not preclude
Independent Shareholders from attending and voting at the General Meeting in person should they wish.
Ernst & Young is acting exclusively for Astra and no one else in connection with the Offer and will not be
responsible to any person other than Astra for providing the protections afforded to clients of Ernst & Young or
for providing advice in relation to the Offer or any matter referred to herein.
Altium is acting exclusively for Astra and no one else in connection with the Offer and will not be responsible to
any person other than Astra for providing the protections afforded to clients of Altium or for providing advice in
relation to the Offer or any matter referred to herein.
Brewin Dolphin is acting exclusively for FDM and no one else in connection with the 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 Offer or any matter referred to herein.
24.2(d)(i)
IMPORTANT NOTICE
The Offer referred to in this document and the accompanying documents is not being 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, Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not
constitute an offer in the United States, Canada, Australia, Japan or any such other jurisdiction and the
Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or
otherwise from or within the United States, Canada, Australia, Japan or any such other jurisdiction.
Accordingly, neither this document nor the accompanying documents are being, nor should be, mailed,
transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada,
Australia, Japan or any such other jurisdiction. Doing so may render invalid any purported acceptance
of the Offer.
All FDM Shareholders (including, without limitation, nominees, trustees or custodians) who
intend to forward this document and/or the accompanying documents to any jurisdiction outside
the United Kingdom should read paragraph 6 of Section B of Part III of this document and seek
appropriate advice before taking any action.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This document contains certain forward looking statements with respect to the financial condition,
results of operations and business of FDMor FDMGroup and certain plans and objectives of the boards
of directors of FDM and Astra and the Investment Committee of Inflexion. These forward looking
statements can be identified by the fact that they do not relate to historical or current facts. Forward
looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”,
“goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These
statements are based on assumptions and assessments made by the boards of directors of FDM, Astra and
the Investment Committee of Inflexion in the light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe appropriate. By
their nature, forward looking statements involve risk and uncertainty and the factors described in the
context of such forward looking statements in this document could cause actual results and developments
to differ materially from those expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in this document. FDM,
the Independent Director, Astra and Inflexion assume no obligation to update or correct the
information contained in this document.
2
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 FDM (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 p.m. on the 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 by any of their respective “associates”, must be disclosed by no later than 12.00 noon on the 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.
24.2(d)(xi)
3
4
TO ACCEPT THE OFFER:
For FDM Shares held in certificated form, you should:
1. Complete and sign the Form of Acceptance in accordance with paragraph 14(a) of the letter
from Ernst & Young set out in Part II of this Offer Document (see page 22).
2. Return the completed Form of Acceptance (along with your share certificate(s) and any
appropriate documents of title) by post or (during normal business hours only) by hand
to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA
as soon as possible but, in any event, so as to be received by no later than 1.00 p.m. on
18 December 2009.
For FDM Shares held in uncertificated form, you should ensure that:
1. an Electronic Acceptance is made in accordance with paragraph 14(b) of the letter from
Ernst & Young set out in Part II of this Offer Document (see pages 23 to 24 inclusive); and
2. such Electronic Acceptance settles as soon as possible but, in any event, by no later than 1.00 p.m.
on 18 December 2009. If you are a CREST sponsored member, you should refer to your CREST
sponsor before taking any action.
Independent Shareholders should also complete the enclosed Form of Proxy for use at the General
Meeting, to be held at 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 Queen
Victoria Street, London EC4V 4QQ. The Offer is conditional, inter alia, on the Resolution being duly
passed. The Form of Proxy should be completed by Independent Shareholders only, in accordance with
the instructions printed thereon and lodged with Neville Registrars as soon as possible and in any event
no later than 11.00 a.m. on 13 December 2009.
Independent Shareholders should complete and return the Form of Proxy whether or not they intend to
attend the General Meeting. Completion and return of the Form of Proxy will not preclude Independent
Shareholders from attending the meeting and voting in person.
If you require assistance, telephone Neville Registrars on 0121 585 1131 or, if calling from outside
the UK, on +44 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday.
Please note that, for legal reasons, the helpline cannot provide advice on the merits of the
proposals or give any financial advice.
The first closing date of the Offer is 18 December 2009
INCORPORATION OF INFORMATION BY REFERENCE
The following information in the following documents, all of which have been announced through a
Regulatory Information Service and are available free of charge on FDM’s website at
www.fdmgroup.com is incorporated into this document by reference:
(a) pages 20 and 26 to 41 of the FDMAnnual Report and Accounts for the year ended 31 December
2008;
(b) pages 20 and 26 to 45 of the FDMAnnual Report and Accounts for the year ended 31 December
2007;
(c) pages 20 to 22 and 26 to 38 of the FDM Annual Report and Accounts for the year ended
31 December 2006; and
(d) the Interim Results of FDM for the 6 months to 30 June 2009.
FDM will send within two business days, without charge, to each person to whom a copy of this
document has been sent, on their request, a copy of any document incorporated by reference in this
document. Requests should be addressed to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA or made by telephoning the shareholder helpline between 9.00 a.m.
and 5.00 p.m. (London time) Monday to Friday (except UK public holidays) on 0121 585 1131 from
within the UK or +44 121 585 1131 if calling from outside the UK. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly monitored for security and training
purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or
tax advice.
5
CONTENTS
Page
Part I Letter of Recommendation from the Independent Director of FDM 7
Part II Letter from Ernst & Young LLP 14
Part III Conditions and Further Terms of the Offer 27
Part IV Information relating to Inflexion, Astra Topco and Astra 53
Part V Financial information on FDM 61
Part VI Additional Information 63
Part VII Definitions 73
Part VIII Notice of General Meeting 79
6
PART I
LETTER OF RECOMMENDATION FROM THE INDEPENDENT
DIRECTOR OF FDM
(Incorporated and registered in England number 2542980)
Ivan Martin (Non-Executive Chairman)
Karl Monaghan (Non-Executive Director)
Roderick Neil Flavell (Chief Executive Officer)
Sheila May Flavell (Chief Operations Officer)
David Templeman (Chief Financial Officer)
Andrew Brown (Global Sales Director)
Registered office:
2nd floor Lanchester House
Trafalgar Place
Brighton
East Sussex
BN1 4FL
27 November 2009
To FDMShareholders and, for information only, to holders of options under the FDMShare
Schemes
Dear Shareholder,
Recommended Cash Offer by Astra 5.0 Limited for FDMGroup plc
1. Introduction
On 4 June 2009, FDM announced that it was in discussions with the Executive Management Team and
Ivan Martin which may or may not lead to an offer being made for FDM, and on 24 August 2009 FDM
announced that discussions with the Executive Management Team and Ivan Martin had continued and
resulted in a revised proposal which may or may not lead to an offer being made.
Subsequently Karl Monaghan, the Independent Director for the purposes of the Offer, and the board of
Astra announced on 26 November 2009 that they had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued share capital of FDM (save for the
Management FDM Shares and Management Option Shares which are to be acquired by Astra from the
Management Team under the terms of the Share Exchange Agreements).
The Offer will be made by Astra, a newly incorporated company which has been formed for the purposes
of making the Offer and is ultimately controlled by investment partnerships advised by Inflexion.
In view of their arrangements with Astra, as described in paragraph 8 of Part II and in Part IV of
this document, each of Rod Flavell, David Templeman, Ivan Martin, Sheila Flavell and Andrew Brown
(being directors of FDM and members of the Management Team) are regarded as having a conflict of
interest in relation to the Offer. A committee of the board of FDM comprising the Independent
Director, Karl Monaghan, has therefore been established for the purposes of progressing the Offer,
considering all matters relating to the Offer and making recommendations to FDMShareholders in
relation to the Offer.
7
This letter sets out the background to the Offer and the reasons why the Independent Director considers
the terms of the Offer to be fair and reasonable and is recommending that FDM Shareholders accept it
and that the Independent Shareholders vote in favour of the Resolution to be proposed at the General
Meeting. Full details of the Offer and the action you should take in order to accept it are set out in the
letter from Ernst & Young set out in Part II of this document.
The Offer is conditional on, inter alia, the Independent Shareholders passing the Resolution to approve the
proposed arrangements between the Management Team and Astra, as mentioned in paragraph 4 below.
2. The Offer
The Offer, which is subject to the conditions and further terms set out in this document and (in respect
of FDM Shares held in certificated form) the Form of Acceptance, is made on the following basis:
for each FDMShare 141 pence in cash
The Offer, which is wholly in cash, values FDM’s entire issued and to be issued share capital at
approximately £33.3 million.
The Offer Price represents a premium of approximately:
• 42.4 per cent. to the Closing Price of 99.0 pence per FDMShare 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; and
• 64.9 per cent. to the average Closing Price of 85.5 pence per FDMShare for the six month period
ending on 3 June 2009.
FDMShares will be acquired by Astra pursuant to the 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
Announcement Date, including the right to receive and retain all dividends, interest and other
distributions declared, paid or made on or after the Announcement Date.
The Offer extends to all FDM Shares unconditionally allotted or fully paid on the date of the 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 Offer closes (or such earlier date as Astra may, subject to the
City Code, decide, not being earlier than the date on which the Offer becomes unconditional as to
acceptances).
3. Background to and reasons for the recommendation of the Offer
The Independent Director of FDM has considered the terms of the Offer made by Astra and believes
that FDM Shareholders should accept the Offer for their FDM Shares at a price of 141 pence.
The Independent Director believes that, since its admission to AIM, FDM’s share price has, for varied
and complex reasons, failed to value the Company appropriately and for reasons set out below believes
that, in the absence of an offer for the Company, there can be no guarantee that FDM Shareholders
(especially those with significant shareholdings) will be able to sell their entire shareholding in FDM
in the market, should they wish to do so, at a price of 141 pence or better, in the short to medium term.
The Independent Director therefore advises that each FDM Shareholder should consider carefully the
information set out below in making a decision as to whether to accept the Offer.
This is not intended to be an exhaustive list of relevant factors and FDM Shareholders should consider
their individual circumstances carefully before deciding whether to accept the Offer.
25.1(a)
8
The economic and trading environment
The considerable economic turmoil of the last year has had a significant impact on the financial
performance of many businesses. FDM, whilst benefitting from strong customer relationships, has not
been immune to this general downturn. The IT consulting and staffing sectors, which form the basis of
FDM’s operations, have been substantially affected and FDM has seen a softening in its income and
margins over recent months. This was referred to in the Trading Update released on 20 July 2009 when
it was stated that:
“…the Company has experienced pressures on freelance contractor rates and the buying patterns of our
institutional client base have exhibited two distinct trends associated with economic uncertainty:
• buying decisions are taking longer than we would normally expect; and
• once buying decisions have been made, contract durations associated with placements of our in
house “Mountie” resources and freelance contractors have shortened in comparison with the
position at 31 December 2008.
These changes in buying behaviour mean that visibility has reduced and predictability has become more
difficult…”.
FDM’s Interim Results, which were released on 18 August 2009, also highlighted the impact of the
recession stating:
“We face a number of challenges in 2009, none more significant than changes in the buying behaviour
of our clients. This means that visibility of future earnings has reduced and predictability has become
more difficult throughout our client portfolio and across our international businesses”.
The Independent Director therefore believes that, whilst FDM has performed in line with Directors’
expectations, the visibility of likely trading performance in the next financial year is lower than in
previous years. Furthermore, whilst the Company has a partial hedge against weaker trading conditions
through the target-driven remuneration structure of many of its employees, the impact on future
performance arising from morale issues associated with anticipated reduced bonus and commission
payments is too early to assess.
Incentivisation of directors and key staff
The Independent Director believes that the Management Team and staff of FDMare its key assets. The
Independent Director is conscious of the close working relationships of the Management Team and
other key personnel and believes that the motivation and incentivisation of the Management Team is of
fundamental importance in driving operational performance.
It has become apparent during the Offer process that the Executive Management Team has not felt
appropriately incentivised or rewarded for the relatively strong financial performance of FDM over
recent periods. The Independent Director believes that this has been one of the key factors in the
Executive Management Team’s decision to progress the Offer.
In light of this information, the Independent Director wrote to the Executive Management Team
outlining possible new incentivisation structures, certain of which would have required the approval of
FDM Shareholders, as the basis to commence discussions on amendments to remuneration packages
such that FDM might remain quoted on AIM. The Executive Management Team believed that such
proposals would prove difficult to implement and confirmed that it was its strong preference to progress
the Offer as opposed to amending incentivisation packages.
Offer Price
Discussions with the Executive Management Team and Ivan Martin regarding an Offer commenced at
a price of 108.5 pence some significant time ago. Following discussions with the Executive
Management Team and Ivan Martin, Inflexion and Astra’s advisers, the proposed offer price was raised
first to 120 pence as announced on 4 June 2009 and again to 135 pence as announced on 24 August
2009. The Offer Price of 141 pence represents a premium of 42.4 per cent. to the prevailing share price
prior to the announcement of 4 June 2009 and a discount of only 9.1 per cent. to the all time high share
price of 155 pence achieved for a three day period over two years ago.
9
Since the announcement on 4 June 2009, no other potential bidders have indicated an interest in making
a competing offer for FDM.
The Independent Director believes that FDM’s share price since its admission to AIM in April 2005 at
78p per share has not reflected the significant growth in profitability delivered by the Management
Teamsince that time. Notwithstanding consistent profit growth since flotation, the FDMShare price has
been volatile, achieving an all time high of 155p on 12 July 2007 and reaching an all time low of 62p
from 23 December 2008 to 5 January 2009.
The Independent Director believes the reasons for the dislocation between the Company’s share price
and trading performance to be complex and varied but believes the following factors to be of relevance:
• the Company is relatively small with a market capitalisation of £19.2 million at flotation and
£36.0 million at its highest share price achieved on 12 July 2007;
• the Company operates in the IT services sector, a sector which is highly cyclical and which, as a
result, can in periods of recession fall out of favour with investors;
• the Company also received the majority of its revenue from the financial services sector, which
has been affected by the recent economic downturn;
• the Company, as an IT consultancy, has not always been readily understood by all investors, and,
in particular, the fact that Mounties are employees of FDM and not contractors is perceived by
some investors as causing difficulties in a downturn; and
• the lack of trading liquidity in the Company’s shares, arising in part from the large shareholding
of founder shareholders no longer involved in the management of FDM, has made it challenging
for potential new investors to become shareholders and has deterred others. The average daily
trading volume in FDM Shares for the 12 month period ended on 25 November 2009 was
14,050 shares, being 0.06 per cent. of the existing issued share capital.
In the opinion of the Independent Director, FDM Shareholders (especially those with significant
holdings) should be mindful that, in the absence of an offer for the Company, there can be no guarantee
that they will be able to sell their entire shareholding in FDM in the market at a price of 141 pence or
better in the short to medium term.
After having taken into account the factors set out above, the Independent Director recommends that
FDM Shareholders accept the Offer.
4. Management Arrangements
Astra has entered into arrangements with the Management Team which under the Code, the Panel
requires to be approved on a poll by an ordinary resolution of Independent Shareholders. The Offer is
conditional, inter alia, on such approval being obtained. Accordingly, at the General Meeting the
Resolution will be proposed to approve the arrangements between Astra and the Management Team.
Voting on the Resolution will be on a poll and the Management Team and their connected persons will
not be entitled to vote.
Further details of the Management Arrangements are set out in paragraph 8 of Part II and in Part IV
of this document.
Brewin Dolphin considers the terms of the arrangements with the Management Team to be fair
and reasonable so far as other FDMShareholders are concerned.
Accordingly, the Independent Director recommends that Independent Shareholders vote in favour of
the Resolution to be proposed at the General Meeting concerning the Management Arrangements, as
he himself has irrevocably undertaken to do in respect of his own beneficial holding of 15,000 FDM
Shares, representing 0.07 per cent. of the FDMShares held by Independent Shareholders.
10
5. General Meeting
In accordance with the Code, the Panel requires the Management Arrangements to be approved by
Independent Shareholders by way of the Resolution, with voting to be on a poll.
Accordingly, a general meeting of FDM, notice of which is set out at the end of this document, is to be
convened for 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 Queen Victoria Street,
London EC4V 4QQ. The Resolution set out in the notice will be proposed to approve the Management
Arrangements. In accordance with the Code, none of the Management Team, nor any of their connected
parties will be entitled to vote on the Resolution. The Offer is conditional, inter alia, upon the passing
of the Resolution by Independent Shareholders voting on a poll.
Enclosed with this document is a Form of Proxy for use at the General Meeting. The Form of Proxy
should be completed by Independent Shareholders only in accordance with the instructions printed
thereon, and lodged with Neville Registrars as soon as possible and in any event no later than 11.00 a.m.
on 13 December 2009.
Independent Shareholders should complete and return the Form of Proxy whether or not they
intend to attend the General Meeting. Completion and return of the Form of Proxy will not
preclude Independent Shareholders from attending the meeting and voting in person.
6. Directors, management and employees
Astra has given assurances to the Independent Director that, if the Offer is declared unconditional in all
respects, the existing employment rights, including pension rights of management and employees of
FDM will be fully safeguarded. Astra’s plans for FDM do not involve any material change in the
conditions of employment of FDM’s employees nor are there currently any plans to change the principal
locations of FDM’s business.
Karl Monaghan, the Independent Director, has agreed to resign subject to and with effect from the Offer
being declared unconditional in all respects.
7. Current trading and prospects of FDM
In a trading statement made on 20 July 2009 the FDM Directors stated that FDM’s profit performance
for the six month period had been in line with their expectations despite difficult economic conditions
and pointed to delays in buying decisions and shorter contract periods for FDM’s Mounties as two
distinct trends resulting from the economic uncertainty.
On 18 August 2009, FDM announced its interim results for the six month period to 30 June 2009. The
interim results showed gross profits up 6.5 per cent. to £6.9 million and profit before tax down
7.7 per cent. to £2.2 million. In the Chairman and Chief Executive’s statement accompanying the
interim results, it was stated that profit before tax had been affected as a result of the costs related to
the transition of FDM’s London training operations into its modern office space.
The FDM Board also reported that FDM’s global service offering remained solid and that client
retention and new client wins during the period demonstrated that FDM’s Mountie based model
remained compelling for clients.
Since the announcement of interim results for the six months to 30 June 2009, FDM has continued to
trade in line with the FDM Directors’ expectations.
8. Taxation
Your attention is drawn to paragraph 13 headed “United Kingdom Taxation” in the letter from
Ernst & Young set out in Part II of this document. If you are in any doubt about your tax position,
you should consult an appropriately qualified independent professional adviser immediately.
25.1(b)
11
9. FDMShare Schemes
The Offer extends to any FDMShares unconditionally allotted or fully paid on the date of the Offer and
any FDM Shares which are unconditionally allotted or issued 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 Offer closes (or such other date as Astra may, subject to the
City Code, decide, not being earlier than the date on which the Offer becomes unconditional as
to acceptances).
Participants in any FDM Share Schemes will be contacted regarding the effect of the Offer on their
rights under those schemes and appropriate proposals will be made to such participants.
10. Inducement Fee Agreement and Non-Solicitation Agreement
FDM has entered into a non-solicitation agreement with Astra under which FDM has given certain
undertakings to Astra, including an undertaking that it will not directly or indirectly solicit or initiate
the submission of any proposal or offer from any other person relating to a possible offer for FDM or
any of its material assets.
As an inducement to Astra to pursue its due diligence enquiries of FDM in relation to a possible offer,
on 21 August 2009 FDM entered into an agreement (which was amended on 6 October 2009 and
24 November 2009) to pay to Astra a fee of one per cent. of the value of FDM, based on the Offer Price
(inclusive of any irrecoverable VAT) calculated on a fully diluted basis, if, prior to 28 February 2010:
• an Independent Inconsistent Transaction is announced which is approved or recommended by the
Independent Director, or which subsequently becomes or is declared unconditional in all respects
or completes (as relevant);
• the Independent Director withdraws or alters his recommendation of the Offer;
• the FDM takes or omits to take any action which prevents a condition to the Offer from being
fulfilled, and as a result the Offer lapses or fails to become unconditional or declared
unconditional in all respects;
• the Offer lapses or is withdrawn in accordance with its terms as a result of the non-fulfilment of
the acceptance condition; or
• any resolution which is necessary to be passed at a general meeting of FDM to enable the Offer
to be implemented is not passed by the requisite majority of FDM Shareholders.
11. Compulsory acquisition, cancellation of admission to trading on AIM and re-registration
Your attention is drawn to paragraph 11 of the letter from Ernst & Young in Part II of this document in
relation to Astra’s intentions with regard to the exercise of rights to acquire compulsorily any remaining
FDM Shares not acquired under the Offer or the Share Exchange Agreements, the cancellation of
admission to trading on AIM and the re-registration of FDM as a private company under the relevant
provisions of the Companies Act 2006 in the event that the Offer becomes or is declared unconditional
in all respects.
12. Action to be taken to accept the Offer
The procedure for acceptance of the Offer is set out in paragraph 14 of the letter from Ernst & Young
in Part II of this document and also (in respect of shares held in certificated form) in the accompanying
Form of Acceptance.
If you require further assistance on how to complete the Form of Acceptance or how to make an
Electronic Acceptance, please contact Neville Registrars by telephoning 0121 585 1131 or, if
telephoning from outside the UK,+ 44 121 585 1131.
12
If you are in any doubt about the Offer or the action you should take, you are recommended immediately
to seek your own financial advice from a stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial Services and Markets Act 2000 or, in
the case of FDM Shareholders who are not resident in the UK, from another appropriately authorised
financial adviser.
13. Recommendation
The Independent Director, who has been so advised by Brewin Dolphin, considers the terms of the
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.
Accordingly, for the reasons set out in paragraph 3 above, the Independent Director recommends
that FDMShareholders accept the Offer and that Independent Shareholders vote in favour of the
Resolution, as he himself has irrevocably undertaken to do in respect of his entire beneficial
holding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the entire issued
share capital of FDM.
Yours sincerely,
Karl Monaghan
Independent Director
25.1(a)
3.1
13
PART II
LETTER FROM ERNST & YOUNG LLP
1 More London Place
London
SE1 2AF
27 November 2009
To FDMShareholders and, for information only, to holders of options under FDMShare Schemes
Dear Shareholder,
Recommended Cash Offer by Astra 5.0 Limited for FDMGroup plc
1. Introduction
On 4 June 2009, FDM announced that it was in discussions with the Executive Management Team and
Ivan Martin which may or may not lead to an offer being made for FDM, and on 24 August 2009 FDM
announced that discussions with the Executive Management Team and Ivan Martin had continued and
resulted in a revised proposal which may or may not lead to an offer being made.
Subsequently Karl Monaghan, the Independent Director for the purposes of the Offer, and board of Astra
announced on 26 November 2009 that they had reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued share capital of FDM(save for the Management FDMShares
and Management Option Shares which are to be acquired by Astra from the Management Team under the
terms of the Share Exchange Agreements).
The Offer will be made by Astra, a newly incorporated company which has been formed for the purposes
of making the Offer and is ultimately controlled by investment partnerships advised by Inflexion.
In view of their arrangements with Astra, as described in paragraph 4 of the letter from the Independent
Director set out in Part I of this document, each of Rod Flavell, Sheila Flavell, Ivan Martin,
David Templeman and Andrew Brown (being directors of FDM and members of the Management
Team) are regarded as having a conflict of interest in relation to the Offer. A committee of the board of
FDM comprising the Independent Director, Karl Monaghan, has therefore been established for the
purposes of progressing the Offer, considering all matters relating to the Offer and making
recommendations to FDM Shareholders in relation to the Offer.
This letter contains the terms of the formal Offer by Astra and the procedure for acceptance.
Your attention is drawn to the letter of recommendation from the Independent Director in Part I of this
document, which sets out the reasons why the Independent Director, who has been so advised by
Brewin Dolphin, considers the terms of the Offer to be fair and recommends that all FDMShareholders
accept the Offer and that Independent Shareholders vote in favour of the Resolution, as he has
irrevocably undertaken to do in relation to his own entire beneficial holding of FDM Shares.
Please read this letter carefully and, in particular, paragraph 14 below which sets out the
procedures for acceptance of the Offer. Your attention is drawn to, in particular, the conditions
and further terms of the Offer set out in Part III of this document and, if you hold FDM shares
in certificated form, in the Form of Acceptance. Your attention is also drawn to the information
on Inflexion, Astra Topco and Astra contained in Part IV, on FDM contained in Part V and the
additional information contained in Part VI of this document.
24.2(d)(ii)
14
The UK firm Ernst & Young LLP is a limited liability
partnership registered in England and Wales with
registered number OC300001 and is a member firm of
Ernst & Young Global Limited. A list of members’ names
is available for inspection at 1 More London Place,
London SE1 2AF, the firm’s principal place of business
and registered office.
2. The Offer
Astra hereby offers to acquire, subject to the conditions and certain further terms set out in Part III of
this document and also (in respect of FDMShares held in certificated form) in the Form of Acceptance,
all of the FDM Shares subject to the Offer on the following basis:
for each FDMShare 141 pence in cash
The Offer, which is wholly in cash, values FDM’s entire issued and to be issued share capital at
approximately £33.3 million.
The Offer Price represents a premium of approximately:
• 42.4 per cent. to the Closing Price of 99.0 pence per FDMShare 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;
• 64.9 per cent. to the average Closing Price of 85.5 pence per FDMShare for the six month period
ending on 3 June 2009; and
• 72.1 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 100.3 pence (being 141.0 pence less 40.7 pence). The cash adjusted
Closing Price on 3 June 2009 is 58.3 pence (being 99.0 pence less 40.7 pence).
FDMShares will be acquired by Astra pursuant to the 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
Announcement Date, including the right to receive and retain all dividends, interest and other
distributions declared, paid or made on or after the Announcement Date.
The Offer extends to all FDMShares unconditionally allotted or issued and fully paid on the date of the
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 Offer closes (or such earlier date as Astra
may, subject to the City Code decide, not being earlier than the date on which the Offer becomes
unconditional as to acceptances).
The Offer is conditional, inter alia, upon valid acceptances being received by no later than 1.00 p.m. on
18 December 2009 (or such later date as Astra may, subject to the Code, decide) in respect of not less
than 90 per cent. (or such lesser percentage as Astra may, subject to the Code, decide) of the FDM
Shares to which the Offer relates as set out in paragraph 1 of Part III of this document.
3. Irrevocable undertakings, letter of intent and the Share Exchange Agreements
Under the Share Exchange Agreements, the Management Team have agreed, conditional on the Offer
becoming or being declared wholly unconditional, to sell to Astra (i) the Management FDM Shares
amounting to, in aggregate, 1,565,946 FDM Shares, representing approximately 6.74 per cent. of the
existing issued share capital of FDM and (ii) the Management Option Shares, amounting to, in
aggregate, 189,750 FDM Shares which certain members of the Management Team will acquire when
they exercise certain options granted to them pursuant to the EMI Scheme.
Astra has received an irrevocable undertaking from Rod Flavell to accept the Offer in respect of a total
of 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares which he has agreed
to sell pursuant to the Share Exchange Agreement, his entire legal and beneficial holding of FDM
Shares).
15
In addition, Astra has received irrevocable undertakings to accept the Offer and vote in favour of the
Resolution or to procure that any other person accepts the Offer and votes in favour of the Resolution from
the following FDMShareholders, in respect of an aggregate amount of 9,772,217 FDMShares, as follows:
• the Independent Director in respect of 15,000 FDM Shares;
• AXA Framlington, the equity division of AXA Investment Managers UK Limited (“AXA”) in
respect of 2,578,217 FDM Shares;
• Hargreave Hale Limited (“Hargreave Hale”) in respect of 320,000 FDM Shares;
• Brian Divett in respect of 1,516,667 FDM Shares;
• Gwenda Divett in respect of 840,000 FDM Shares;
• Jacqueline Mosseri-Marlio in respect of 2,208,333 FDM Shares;
• Julian Divett in respect of 1,094,000 FDM Shares; and
• Paloma Trading Inc. (the ultimate beneficiary being Judi Ann Divett) in respect of 1,200,000
FDM Shares.
In addition, Astra has received a non-binding letter of intent from Henderson Global Investors Limited
to accept the Offer and vote in favour of the Resolution in respect of 317,916 FDM Shares.
In aggregate, Astra has therefore:
• received irrevocable undertakings and a non-binding letter of intent to accept the Offer or to
procure that any other person accepts the 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; and
• received irrevocable undertakings and a non-binding letter of intent to vote in favour of the
Resolution or to procure that any other person votes in favour of the Resolution in respect of a total
of 10,090,133 FDMShares representing approximately 48.54 per cent. of the FDM Shares held by
Independent Shareholders.
The irrevocable undertakings referred to above from Brian Divett, Gwenda Divett, Jacqueline
Mosseri-Marlio, Julian Divett and Paloma Trading Inc. will cease to be binding if (i) 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 of higher than 135 pence per FDM Share, or (ii) the Independent Director changes or
amends his recommendation of the Offer.
The irrevocable undertakings referred to above from AXA and Hargreave Hale 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 Offer Price under the Offer.
The other irrevocable undertakings referred to above will not lapse in the event of receipt by the
Company of a higher competing offer.
Further details of these irrevocable undertakings are set out in paragraph 5 of Part VI of this document.
4. Background to and reasons for the Offer
Despite the relatively strong financial performance of FDM in recent periods, its shares have suffered
from limited liquidity and low valuations as described elsewhere in this document. In addition, the costs
of being a public company are significant in both financial terms and the amount of management time
consumed by the reporting cycle and investor relations. As a result, the Management Team believe that
the benefits of being a public company are outweighed by these considerable costs.
16
Inflexion has significant experience and a strong track record of investing in the IT services sector.
Inflexion and the Management Team believe that accelerated investment in the Academy programme
will create a strong pipeline supply of Mounties, which should generate long-term sustainable growth.
In addition, a key determinant in FDM generating growth in the future will be its ability to further
diversify the IT services offered.
Given the considerable uncertainties caused by the current market conditions and those inherent in new
service development and geographical expansion, both in terms of timing and success, as well as the
level of investment required both in terms of capital and management time, Inflexion and the
Management Team believe that FDM would be better positioned to pursue this strategy as a
private company.
5. Information on Inflexion, Astra Topco and Astra
Inflexion
Inflexion is an independent private equity firm, investing in small-mid market growth businesses. It has
considerable experience in helping grow and professionalise businesses and the key investment
executives have more than 100 years of combined experience in private equity investments. In addition,
Inflexion has particular strength in and knowledge of the technology and staffing sectors.
Inflexion (which is regulated by the FSA) manages various private equity funds on a discretionary basis
(subject to certain prescribed restrictions). These include the Inflexion 2006 Buyout Fund Limited
Partnership and the Inflexion Co-Investment Limited Partnership, further details of which are set out in
Part IV of this document.
Astra and Astra Topco
Astra is a newly incorporated company which is ultimately controlled by investment partnerships
advised by Inflexion for the purposes of making the Offer. Astra is a wholly owned subsidiary of Astra
Topco which is controlled by investment partnerships advised by Inflexion.
Astra and Astra Topco have not traded since their dates of incorporation, nor have they entered into any
obligations other than in connection with the Offer and the financing of the Offer.
The current directors of both Astra and Astra Topco are John Hartz and Richard Swann, both of whom are
appointees of Inflexion. Further details on Astra Topco and Astra are set out in Part IV of this document.
6. Information on FDM
FDMis an international IT services company with sales offices in London, New York, Frankfurt, Zurich
and Luxembourg and which specialises in the provision of outsourced IT solutions predominantly to
large blue chip organisations. As at 31 October 2009, the business employed 322 full time
IT consultants (known as Mounties) and had a further 131 in training at its Brighton, London and
Manchester training academies specialising in application development (java and .net), support, project
management and testing. FDM also operates an IT staffing business which had 340 contractors on
assignment as at 31 October 2009.
For the year ended 31 December 2008, FDMrecorded sales of £52.2 million (2007: £49.8 million) and gross
profit increased 22.1 per cent. to £13.7 million (2007: £11.2 million). Operating margin rose to 9.6 per cent.
(2007: 8.1 per cent.) and profit before tax increased 23 per cent. to £5.3 million (2007: £4.3 million).
For the six months ended 30 June 2009, FDM recorded sales of £25.1 million (2008: £25.4 million) and
gross profit increased 6.5 per cent. to £6.9 million (2008: £6.5 million). Operating margin fell to
8.6 per cent. (2008: 8.9 per cent.) and profit before tax decreased 7.7 per cent. to £2.2 million (2008:
£2.4 million). As at 30 June 2009 the Company had net cash of £9.46 million.
24.2(a)(x)
17
7. Financing of the Offer
The consideration payable under the 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 £33.3 million to FDM Shareholders pursuant to the 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 Offer
where such waiver, amendment or variation is material (unless it is required by the Code or the Panel).
The facility 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 Offer where such waiver, amendment or variation is material (unless it is required by
the Code or the Panel). Further details on the financing of the Offer are set out in Part IV of this
document. The amount of the Investec facility will be reduced by the amount drawn down from HSBC.
Further details on the financing of the Offer are set out in Part IV of this document.
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 Offer.
8. Management Arrangements
The Astra Board believes that the ongoing participation of the Management Team in the continued
growth of FDM Group is very important due to their success in building the business to date and their
strong relationships with key customers and suppliers. In this regard, it is a requirement of Inflexion that
the Management Team invest a significant financial stake in Astra to commit them to the delivery of
potential future growth.
It should be noted that the Management Team will not receive a return on their investment in Astra and
Astra Topco described below unless, in aggregate, priority funding of approximately £23.7 million
provided by the Inflexion Funds or other third party finance providers, together with all accrued interest,
is repaid in full. Following completion, if Astra achieves its business plan, the Management Team will
be appropriately rewarded, but should FDM’s business not perform in the future there are equally
significant risks that the Management Team will receive no return at all on their investment of
approximately £3.42 million.
Astra has entered into arrangements with the Management Team under which the Management Team
will, in aggregate, through a rollover of their Management FDM Shares and Management Option
Shares, additional cash investment or a mixture of the two, invest in Astra an amount equal to
approximately £3.42 million. It is proposed that the Management Team’s investment will be structured
in such a way so as to procure that:
(i) the Management Team hold approximately 41.5 per cent. of the ordinary share capital in Astra
Topco, being an amount equal to approximately £0.47 million;
(ii) the Management Team hold approximately 24.14 per cent. of the loan notes to be issued by Astra,
being an amount equal to approximately £2.95 million;
(iii) the Executive Management Team’s and Ivan Martin’s share of Astra Topco’s ordinary share capital
will be reduced if acquisition finance is not obtained within 25 weeks of completion of the
investment in Astra Topco, to pay down certain of the loan notes held by Inflexion. In such
circumstances, the Executive Management Team’s and Ivan Martin’s share of Astra’s equity share
capital will be reduced by a maximum of 5 per cent. under this mechanism; and
18
(iv) the Executive Management Team’s share of the equity value on a disposal of all or substantially
all of Astra will be increased by up to a further 5 per cent. of incremental proceeds above an
agreed hurdle level return for Inflexion.
The Management Team will not be entitled to any enhanced share distributions, dividends or other
proceeds or return of capital in relation to their entire holding of shares in Astra until the disposal of all
or substantially all of Astra.
It is the intention that the Management Team will remain in place to operate the business following the
Offer. The Executive Management Team will enter into amended service contracts with Astra, so that in
the event that certain performance criteria are met, each of the Executive Management Team will be
entitled to a bonus which may be up to 50 per cent. more than their existing bonus arrangements.
Under the Code, the Panel requires these arrangements with the Management Team to be approved on
a poll by an ordinary resolution of Independent Shareholders and the Offer is conditional, inter alia, on
such approval being obtained. Accordingly, at the General Meeting the Resolution will be proposed to
approve the arrangements between Astra and the Management Team. Voting on the Resolution will be
on a poll and the Management Team and their connected persons will not be entitled to vote.
Further details of the arrangements between Astra and the Management Team are set out in Part IV of
this document.
Brewin Dolphin considers the terms of the arrangements with the Management Team to be fair
and reasonable so far as other FDM Shareholders are concerned.
Accordingly, the Independent Director recommends that Independent Shareholders vote in favour of
the Resolution to be proposed at the General Meeting concerning the Management Arrangements, as
he himself has irrevocably undertaken to do in respect of his own beneficial holding of 15,000 FDM
Shares, representing 0.07 per cent. of the FDM Shares held by Independent Shareholders.
9. Management and Employees
Astra recognises the skills, technical ability and experience of existing management and employees of
FDM. Astra has given assurances to the Independent Director that, if the Offer is declared unconditional
in all respects, the existing employment rights, including pension rights of management and employees
of FDM will be fully safeguarded. Astra’s plans for FDM do not involve any material change in the
conditions of employment of FDM’s employees nor are there currently any plans to change the principal
locations of FDM’s business.
Karl Monaghan, the Independent Director, has agreed to resign subject to and with effect from the Offer
being declared unconditional in all respects.
10. FDMShare Schemes
The Offer extends to all FDMShares unconditionally allotted or fully paid on the date of the 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 Offer closes (or such earlier date as Astra may, subject to the
City Code, decide, not being earlier than the date on which the Offer becomes unconditional as
to acceptances).
Participants in any FDM Share Schemes will be contacted regarding the effect of the Offer on their
rights under those schemes and appropriate proposals will be made to such participants.
11. Compulsory acquisition, cancellation of admission to trading on AIM and re-registration
Following the Offer becoming or being declared unconditional in all respects, Astra intends, as soon as
practicable and in accordance with the AIM Rules, to procure the making of an application by FDM to
the London Stock Exchange for the cancellation of the 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
19
cancellation of admission to trading will take effect no earlier than twenty business days after the date
on which the Offer becomes or is declared unconditional in all respects. The cancellation of admission
of FDMShares to trading on AIM will significantly reduce the liquidity and marketability of any FDM
Shares not assented to the Offer and their value may be affected in consequence.
If Astra receives acceptances under the Offer in respect of, and/or otherwise acquires not less than
90 per cent. of the FDM Shares to which the Offer relates and not less than 90 per cent. of the voting
rights carried by those shares and assuming that all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), Astra intends to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining
FDM Shares on the same terms as the Offer.
12. Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may be affected by the
laws of the relevant jurisdiction in which they are located. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe, any
applicable requirements. If you are in any doubt about your position, you should consult an
appropriately authorised independent professional adviser in the relevant jurisdiction without delay.
The Offer referred to in this document and the accompanying documents is not being 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, Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not
constitute an offer in the United States, Canada, Australia, Japan or any such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from
or within the United States, Canada, Australia, Japan or any other such jurisdiction. Accordingly, neither
this document nor the accompanying document are being, nor should be, mailed, transmitted or
otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia, Japan
or any other such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
All Overseas Shareholders and/or FDM Shareholders (including, without limitation, nominees,
trustees or custodians) who intend to forward this document and the accompanying document to
any jurisdiction outside the United Kingdom should read paragraph 6 of Section B of Part III of
this document and seek appropriate advice before taking any action.
Accepting FDMShareholders who hold their shares in certificated form and who are unable to give the
representations and warranties set out in paragraph 3 of Section C of Part III of this document and
who put “No” in Box 5 of the Form of Acceptance and FDM Shareholders who hold their shares in
uncertificated form and who are unable to give the representations and warranties set out in
paragraph 3 of Section D of Part III of this document will subject to paragraph 6(h) of Section B
of Part III and be deemed not have validly accepted the Offer.
13. United Kingdom Taxation
The following paragraphs, which are intended as a general guide only, are based on the
UK legislation in force and what is understood to be HM Revenue & Customs practice as at the
Printing Date, all of which is subject to change, possibly with retrospective effect. They summarise
certain limited aspects of the UK taxation consequences of acceptance of the Offer, and relate only
to the position of FDM Shareholders who hold their FDM Shares beneficially as an investment
(other than under a personal equity plan or an individual savings account) who are resident and,
in the case of individuals, ordinarily resident and domiciled in the UK for taxation purposes at all
relevant times, and who have not (and are not deemed to have) acquired their FDM Shares by
virtue of an office or employment. Further, the comments in the following paragraphs may not
apply to certain classes of FDMShareholders such as collective investment schemes and insurance
companies. For the avoidance of doubt, the comments in the following paragraphs do not apply to
any intermediate holding vehicles such as trusts, pensions etc.
20
If you are in any doubt as to your taxation position, or if you are subject to taxation in
any jurisdiction other than the UK, you should consult an appropriate professional adviser
without delay.
(a) Taxation of chargeable gains
Liability to United Kingdom taxation of chargeable gains will depend on the individual
circumstances of FDM Shareholders.
The receipt by a FDM Shareholder of cash under the Offer in exchange for the transfer of his
FDMShares will constitute a disposal or part disposal of his FDM Shares for the purposes of
United Kingdom taxation of chargeable gains. Such a disposal or part disposal may, depending
on his personal circumstances (including the availability of exemptions, reliefs, allowances and/or
allowable losses), give rise to a liability to UK taxation on chargeable gains.
For individual shareholders the capital gains annual exemption (which is £10,100 for 2009/2010)
will be available to offset any chargeable gain (to the extent it has not already been utilised).
For FDM Shareholders within the charge to UK corporation tax but which do not qualify for
substantial shareholdings exemption in respect of their FDMShares, indexation allowance will be
available in respect of the full period of ownership of the FDM Shares to reduce any chargeable
gain arising.
(b) Stamp duty and stamp duty reserve tax
No UK stamp duty or stamp duty reserve tax will generally be payable by FDM Shareholders as
a result of the Offer.
(c) Other tax matters
Special tax positions may apply to FDM Shareholders who have acquired or agreed to acquire
their FDMShares by exercising options or other rights, or on the vesting of rights, under the FDM
Share Schemes including provisions imposing a charge to income tax when such an option is
exercised or right vests.
14. Procedures for acceptance of the Offer
This section should be read in conjunction with Part III of this document and, in respect of FDMShares
held in certificated form, the notes on the accompanying Form of Acceptance.
Holders of FDM Shares in certificated form (that is, not in CREST) may only accept the Offer in
respect of such shares by completing, signing and returning a Form of Acceptance in accordance with
the procedure set out in sub-paragraph (a) below and in accordance with the instructions printed on
the Form of Acceptance. If you hold FDMShares in certificated form but under different designations,
you should complete a separate Form of Acceptance in respect of each designation. Additional Forms
of Acceptance can be obtained from Neville Registrars, Neville House, 18 Laurel Lane, Halesowen,
West Midlands B63 3DA telephone number 0121 585 1131 or, if telephoning from outside the
UK, + 44 121 585 1131.
Holders of FDM Shares in uncertificated form (that is, in CREST) may only accept the Offer in
respect of such shares by TTE instruction in accordance with the procedure set out in sub-paragraph
(b) below. If you hold FDM Shares in uncertificated form under different member account IDs, you
should send, or procure to be sent, a separate TTE instruction for each member account ID.
You should note that, if you hold FDM Shares in both certificated and uncertificated form, you should
complete a Form of Acceptance for the shares held in certificated form in accordance with
sub-paragraph (a) below and the shares held in uncertificated form should be dealt with in accordance
with sub-paragraph (b) below.
If your FDM Shares are in the course of being converted from uncertificated to certificated form, or
from certificated to uncertificated form, please refer to sub-paragraph (d) below.
21
(a) FDM Shares in certificated form (that is, not in CREST)
If all your FDM Shares are in uncertificated form (that is, in CREST), you need not read
this sub-paragraph (a).
To accept the Offer in respect of FDM Shares in certificated form you must complete, sign
and return the Form of Acceptance in accordance with these instructions and the
instructions printed on the Form of Acceptance which form part of the terms of the Offer.
Your attention is also drawn to Section C of Part III of this document.
(i) To accept the Offer
To accept the Offer in respect of some or all of your FDM Shares, complete Boxes 1 and
3 and sign Box 2 of the accompanying Form of Acceptance in the presence of a witness,
who should also sign in accordance with the instructions printed on the Form of
Acceptance. Any FDM Shareholder which is a company should execute the Form of
Acceptance in accordance with the instructions printed on it.
Your attention is also drawn to Boxes 4 and 5 of the Form of Acceptance.
(ii) Return of Form of Acceptance
To accept the Offer, the Form of Acceptance must be completed, signed and returned
together with the relevant share certificate(s) or other documents of title.
The completed and signed Form of Acceptance, together with your share certificate(s)
for your FDM Shares and/or other document(s) of title, should be sent by post or
delivered by hand (during normal business hours only) to Neville Registrars, Neville
House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, as soon as possible but,
in any event, so as to be received by no later than 1.00 p.m. on 18 December 2009.
A first class reply-paid envelope is enclosed for your convenience for documents lodged by
post from within the United Kingdom. No acknowledgement of receipt of documents will
be given.
A Form of Acceptance contained in an envelope postmarked in, or otherwise appearing to
Astra or its agents to have been sent from, the United States, Canada, Australia, Japan or
any other jurisdiction whose laws may be violated or affected by such acceptance will not
constitute a valid acceptance of the Offer. For further information see paragraph 12 of this
letter, paragraph 6 of Section B of Part III of this document and the relevant provisions
of the Form of Acceptance.
(iii) Share certificates not readily available or lost
If your share certificate(s) and/or other document(s) of title is/are not readily available or
is/are lost, the Form of Acceptance should nevertheless be completed, signed and returned
as stated above so as to arrive no later than 1.00 p.m. on 18 December 2009, together with
any share certificate(s) and/or other document(s) of title that you may have available,
accompanied by a letter stating that the balance will follow or that you have lost one or
more of your share certificate(s) and/or other document(s) of title. You should then arrange
for the relevant share certificate(s) and/or other document(s) of title to be forwarded as
soon as possible afterwards. No acknowledgement of receipt of documents will be given.
If you have lost your share certificate(s) and/or other document(s) of title, you should write
as soon as possible to FDM’s Registrars, Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA asking for a letter of indemnity in respect of lost
share certificate(s) and/or other document(s) of title which, when completed in accordance
with the instructions given, should be returned to Neville Registrars, in the manner referred
to in sub-paragraph (a)(ii) above.
22
(b) FDM Shares in uncertificated form (that is, in CREST)
If all your FDM Shares are in certificated form (that is, not in CREST), you need not read
this sub-paragraph (b).
To accept the Offer in respect of FDM Shares in certificated form you should take (or
procure the taking of) the actions set out below to transfer the FDM Shares in respect of
which you wish to accept the Offer to the appropriate escrow balance(s), specifying Neville
Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA (in its
capacity as a CREST participant under the Escrow Agent’s participant ID referred to
below) as the Escrow Agent, as soon as possible and in any event so that the TTE instruction
settles no later than 1.00 p.m. on 18 December 2009.
Note that settlement cannot take place on weekends or bank holidays (or other times at which the
CREST system is non-operational). You should therefore ensure you time the input of any TTE
instructions accordingly.
The input and settlement of a TTE instruction in accordance with this sub-paragraph (b) will
(subject to satisfying the requirements set out in Sections B and D of Part III of this document)
constitute an acceptance of the Offer in respect of the number of FDM Shares so transferred
to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before
taking any action. Only your CREST sponsor will be able to send the TTE Instruction to
Euroclear in relation to your FDM Shares.
You are recommended to refer to the CREST Manual for further information on the CREST
procedures outlined above.
You should note that Euroclear does not make available special procedures in CREST, for
any particular corporate action. Normal system timings and limitations will therefore apply
in connection with a TTE instruction and its settlement. You should therefore ensure that all
necessary action is taken by you (or by your CREST sponsor) to enable a TTE instruction
relating to your FDM Shares to settle prior to 1.00 p.m. on 18 December 2009. In this
connection you are referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
To accept the Offer
To accept the Offer in respect of FDM Shares in uncertificated form you should send (or if you
are a CREST sponsored member, procure that your CREST sponsor sends) a TTE instruction to
Euroclear which must be properly authenticated in accordance with Euroclear’s specifications and
which must contain, in addition to the other information that is required for a TTE instruction to
settle in CREST, the following details:
• the ISIN number for the FDM Shares. This is GB00B06HK710;
• the number of FDM Shares in uncertificated form in respect of which you wish to accept
the Offer and which are to be transferred to an escrow balance;
• your member account ID;
• your participant ID;
• the participant ID of the Escrow Agent, namely Neville Registrars in its capacity as a
CREST receiving agent. This is 7RAII;
• the member account ID of the Escrow Agent for the Offer. This is FDMGROUP;
• the intended settlement date. This should be as soon as possible and in any event no later
than 1.00 p.m. on 18 December 2009; and
23
• the corporate action number for the Offer. This is allocated by Euroclear and can be found
by viewing the relevant corporate action details in CREST.
This should have a priority sufficiently high to ensure timely settlement of message (80 or more
is recommended).
After settlement of the TTE instruction, you will not be able to access the FDMShares concerned
in CREST for any transaction or charging purposes. If the Offer becomes or is declared wholly
unconditional, Neville Registrars will transfer the FDM Shares concerned to itself in accordance
with paragraph 5 of Section D of Part III of this document.
(c) General
Astra will make an appropriate announcement if any of the details contained in sub-paragraph (b)
alter for any reason.
(d) Deposits of FDM Shares into, and withdrawals of FDM Shares from, CREST
Normal CREST procedures (including timings) apply in relation to any FDM Shares that are, or
are to be, converted from uncertificated to certificated form, or from certificated to uncertificated
form, during the course of the Offer (whether any such conversion arises as a result of a transfer
of FDM Shares or otherwise). FDM Shareholders who are proposing to convert any such shares
are recommended to ensure that the conversion procedures are implemented in sufficient time to
enable the person holding or acquiring the FDM Shares as a result of the conversion to take all
necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery
of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as
described above) as soon as possible and in any event prior to 1.00 p.m. on 18 December 2009.
(e) Validity of acceptances
Subject to the provisions of the Code and without prejudice to Sections B and C of Part III of
this document, Astra reserves the right to treat as valid any acceptance of the Offer in respect of
FDMShares held in certificated form which is not entirely in order or which is not accompanied
by the relevant share certificate(s) and/or other document(s) of title. In that event, no
consideration due to FDMShareholders under the Offer will be distributed until after the relevant
share certificate(s) and/or other document(s) of title or indemnities satisfactory to Astra or its
agents have been received.
A Form of Acceptance which is received in respect of FDM Shares held in uncertificated form
will not constitute a valid acceptance and will be disregarded. Holders of FDM Shares in
uncertificated form who wish to accept the Offer should note that a TTE instruction will only be
a valid acceptance of the Offer as at the relevant closing date if it has settled on or before that
date.
If you are in any doubt as to the procedure for acceptance, please contact Neville Registrars,
by telephone on 0121 585 1131 or, if telephoning from outside the UK, +44 121 585 1131
between 9.00 a.m. and 5.00 p.m. Monday to Friday. Please note that, for legal reasons, the
helpline cannot provide advice on the merits of the proposals or give any financial advice.
You are reminded that, if you are a CREST sponsored member, you should contact your
CREST sponsor before taking any action.
15. Settlement
Subject to the Offer becoming or being declared wholly unconditional (except as provided in
paragraph 6 of Section B of Part III of this document in the case of FDM Shareholders who are not
resident in the UK), settlement of the consideration to which any FDMShareholder is entitled under the
Offer will be despatched to validly accepting FDMShareholders (i) in the case of acceptances received,
valid and complete in all respects, by the date on which the Offer becomes or is declared wholly
24.2(d)(v)
31.8
24
unconditional, within 14 days of the later of such date and 18 December 2009; or (ii) in the case of
acceptances received, valid and complete in all respects, after such date but while the Offer remains
open for acceptance, within 14 days of such receipt, in the following manner:
(a) Cash
(i) FDM Shares in certificated form (that is, not in CREST)
Where an acceptance relates to FDM Shares in certificated form, settlement of any cash
consideration to which the accepting FDM Shareholder is entitled will be despatched by
first class post (or by such other method as the Panel may approve) to accepting FDM
Shareholders or their appointed agents but not in, into or from the United States, Canada,
Australia, Japan or any other jurisdiction where to do so would or may, in the belief of Astra
or its agents, violate the rules of that jurisdiction. All such cash payments will be made in
pounds sterling by cheque drawn on a branch of a UK clearing bank.
(ii) FDM Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to FDMShares in uncertificated form, settlement of any cash
consideration to which the accepting FDMShareholder is entitled will be paid by means of
a CREST payment in favour of the accepting FDM Shareholder in respect of the cash
consideration due, in accordance with the CREST payment arrangements. Astra reserves
the right to settle all or any part of the consideration referred to in this sub-paragraph
(a)(ii), for all or any accepting FDM Shareholder(s), in the manner referred to in
sub-paragraph (a)(i) above, if for any reason it wishes to do so.
(b) Lapsing of the Offer
If the Offer does not become or is not declared wholly unconditional and lapses:
(i) completed Forms of Acceptance, share certificate(s) and/or other document(s) of title will
be returned by post (or by such other methods as the Panel may approve) as soon as
practicable (and, in any event, within 14 days of the Offer lapsing), at the risk of the FDM
Shareholder concerned, to the person or agent whose name and address is set out in Box 3
or 4 of the Form of Acceptance, or, if none is set out, to the first named holder at his or her
registered address (in all cases outside the United States, Canada, Australia, Japan, or any
other jurisdiction whose rules would or may, in the belief of Astra or its agents, be violated
by such posting) and
(ii) Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA
will, immediately after the lapsing of the Offer (or within such longer period, not exceeding
14 days of the Offer lapsing, as the Panel may approve), give TFE instructions to Euroclear
to transfer all FDMShares held in escrow balances, and in relation to which it is the Escrow
Agent for the purposes of the Offer, to the original available balances of the FDM
Shareholders concerned.
All documents and remittances sent by, to or from FDM Shareholders or their appointed agents
will be sent at their own risk.
16. Further information
The Offer will remain open for acceptance until 1.00 p.m. on 18 December 2009 or such later
time(s) and/or date(s) as Astra may decide in accordance with the provisions contained in paragraph 1
of Section B of Part III of this document.
Your attention is drawn to Parts III to VII which form part of this document and (if you hold your
FDMShares in certificated form) to the accompanying Form of Acceptance.
31.1
31.10
25
17. Action to be taken
If you hold your FDM Shares in certificated form (that is, not in CREST), you are urged to
complete, sign and return the Form of Acceptance by post or (during normal business hours only)
by hand to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA, as soon as possible but, in any event, so as to be received by no later than 1.00 p.m. on
18 December 2009. Your share certificate(s) should be enclosed with your completed Form of
Acceptance. A first class reply-paid envelope is enclosed for your convenience if you are posting
your documents in the UK.
If you hold your FDM Shares in uncertificated form (that is, in CREST), you should follow the
procedure set out in paragraph 14(b) of this letter and ensure that an Electronic Acceptance is
made by you or on your behalf and has settled no later than 1.00 p.m. on 18 December 2009.
Independent Shareholders should also complete the enclosed Form of Proxy for use at the General
Meeting to be held at 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 Queen
Victoria Street, London EC4V 4QQ. The Offer is conditional, inter alia, on the Resolution being duly
passed. The Form of Proxy should be completed by Independent Shareholders only in accordance with
the instructions printed thereon, and lodged with Neville Registrars as soon as possible and in any event
no later than 11.00 a.m. on 13 December 2009.
Independent Shareholders should complete and return the Form of Proxy whether or not they intend to
attend the General Meeting. Completion and return of the Form of Proxy will not preclude Independent
Shareholders from attending the meeting and voting in person.
Full details of action to be taken to accept the Offer are set out in paragraph 14 of this letter, Part III
of this document and (if your FDM Shares are in certificated form) in the Form of Acceptance.
If you have any queries relating to completion of the Form of Proxy or acceptance of the Offer, please
contact Neville Registrars on 0121 585 1131 or, from outside the UK,+44 121 585 1131.
Yours faithfully
Tim Medak
Partner
for and on behalf of Ernst & Young LLP
26
PART III
CONDITIONS AND FURTHER TERMS OF THE OFFER
Section A: Conditions of the Offer
The Offer is subject to the following conditions:
1. Acceptances
Valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on
18 December 2009 (or, subject to the Code, such later time(s) and/or dates(s) as Astra may decide) in
respect of not less than 90 per cent. of FDM Shares to which the Offer relates and not less than 90 per
cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Astra may
decide). However, this condition will not be satisfied unless Astra and/or its wholly-owned subsidiaries
have acquired or agreed to acquire FDM Shares carrying, in aggregate, over 50 per cent. of the voting
rights then normally exercisable at general meetings of FDM including, for this purpose, to the extent
(if any) required by the Code, the voting rights attaching to any FDM Shares which may be
unconditionally allotted or issued before the Offer becomes or is declared unconditional as to
acceptances. In this condition:
(c) the expression “FDM Shares to which the Offer relates” shall be construed in accordance with
sections 974 to 991 (inclusive) of the Companies Act 2006; and
(d) FDMShares which have been unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry when they are issued; and
(e) valid acceptances shall be treated as having been received in respect of any FDMShares that Astra
Group shall, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act
2006, be treated as having acquired or unconditionally contracted to acquire by virtue of
acceptances of the Offer.
2. Shareholder Approval
The ordinary resolution required to approve and implement the arrangements between the Management
Team and Astra set out in the notice of General Meeting being duly passed by the requisite majority at
the General Meeting (or at any adjournment thereof).
3. Authorisations
(a) FDM or any other member of the Wider FDM Group by any member of the Wider Astra Group
having been obtained in terms and in a form satisfactory to Astra acting reasonably from any
relevant person or from any person or body with whom any member of the Wider FDM Group
has entered into contractual arrangements and all such authorisations remaining in full force and
effect; and
(b) all authorisations necessary to carry on the business of any member of the Wider FDM Group
remaining in full force and effect; and
(c) all filings which Astra reasonably considers necessary having been made and all applicable
waiting and other periods having expired, lapsed or been terminated and all applicable statutory
or regulatory obligations in any jurisdiction having been complied with.
10
24.2(d)(iv)
24.2(d)(vi)
27
4. Regulatory Intervention
No relevant person having taken, instituted, implemented or threatened any legal proceedings, or having
required any action to be taken or otherwise having done anything or having enacted, made or proposed
any statute, regulation, order or decision or taken any other step and there not continuing to be
outstanding any statute, regulation, order or decision that would or might reasonably be expected to:
(a) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or
control or management of, the Wider FDM Group by Astra illegal, void or unenforceable; or
(b) otherwise directly or indirectly prevent, prohibit or otherwise materially restrict, restrain, delay or
interfere in the implementation of or impose additional conditions or obligations with respect to
or otherwise challenge or require amendment of the Offer or the proposed acquisition of FDMby
Astra or any acquisition of shares in FDM by Astra; or
(c) require, prevent or delay the divestiture by Astra of any shares or other securities in FDM; or
(d) impose any limitation on the ability of any member of the Wider Astra Group or any member of
the Wider FDM Group to acquire or hold or exercise effectively, directly or indirectly, any rights
of ownership of shares or other securities or the equivalent in any member of the Wider FDM
Group or management control over any member of the Wider FDM Group; or
(e) require, prevent or delay the disposal by FDM or any member of the Wider Astra Group, or
require the disposal or alter the terms of any proposed disposal by any member of the Wider FDM
Group, of all or any part of their respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct their respective businesses or own their
respective assets or properties; or
(f) require any member of the Wider Astra Group or of the Wider FDMGroup to offer to acquire any
shares or other securities (or the equivalent) in any member of the Wider FDM Group or any
member of the Wider Astra Group owned by any third party (in each case, other than in
implementation of the Offer); or
(g) impose any material limitation on the ability of any member of the Wider Astra Group or the Wider
FDM Group to integrate or co-ordinate its business, or any part of it, with the businesses or any
part of the businesses of any other member of the Wider Astra Group and/or the Wider FDM
Group; or
(h) result in any member of the Wider Astra Group or the Wider FDM Group ceasing to be able to
carry on business under any name under which it presently does so; or
(i) otherwise materially adversely affect any or all of the businesses, assets, prospects or profits of
any member of the Wider Astra Group or the Wider FDMGroup to an extent which is material in
the context of the Offer or, as the case may be, in the context of the Wider Astra Group or the
Wider FDM Group taken as a whole,
and all applicable waiting and other time periods during which any such relevant person could institute,
or implement or threaten any legal proceedings, having expired, lapsed or been terminated.
5. Consequences Of The Offer
Save as Disclosed there being no provision of any agreements to which any member of the Wider FDM
Group is a party, or by or to which any such member, or any part of its assets, may be bound, entitled
or subject, which would or might, as a consequence of the Offer or of the acquisition or proposed
acquisition of all or any part of the issued share capital of, or change of control or management of, FDM
or any other member of the FDM Group reasonably be expected to result (in each case to an extent
which is material in the context of the Offer or, as the case may be, in the context of the Wider FDM
Group taken as a whole) in:
28
(a) any assets or interests of any member of the Wider FDMGroup being or falling to be disposed of
or charged in any way or ceasing to be available to any member of the Wider FDMGroup or any
rights arising under which any such asset or interest could be required to be disposed of or
charged in any way or could cease to be available to any member of the Wider FDM Group
otherwise than in the ordinary course of business; or
(b) any monies borrowed by or other indebtedness (actual or contingent) of, or any grant available to,
any member of the Wider FDMGroup being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in such agreement or the ability
of such member of the Wider FDMGroup to incur any such borrowing or indebtedness becoming
or being capable of becoming withdrawn, inhibited or prohibited; or
(c) any such agreement or the rights, liabilities, obligations or interests of any such member under it
being terminated or adversely modified or affected or any onerous obligation arising or any
adverse action being taken under it; or
(d) the interests or business of any such member in or with any third party (or any arrangements
relating to any such interests or business) being terminated or adversely modified or affected; or
(e) the financial or trading position or prospects or value of any member of the Wider FDM Group
being prejudiced or adversely affected; or
(f) the creation of any mortgage, charge or other security interest over the whole or any part of the
business, property or assets of any member of the Wider FDM Group or any such security
(whenever arising or having arisen) becoming enforceable or being enforced; or
(g) any member of the Wider FDM Group ceasing to be able to carry on business under any name
under which or on the terms on which it currently does so or any person presently not able to carry
on business under any name under which any member of the Wider FDM Group currently does
becoming able to do so; or
(h) the creation of material actual or material contingent liabilities by any member of the Wider FDM
Group; or
(i) the ability of any member of the Astra Group to carry on its business being adversely affected,
and no event having occurred which, under any provision of any such agreement to which any member
of the Wider FDM Group is a party, or by or to which any such member, or any of its assets, may be
bound, entitled or subject, could result, to an extent which is material in the context of the Offer or, as
the case may be in the context of the Wider FDM Group taken as a whole, in any of the events or
circumstances as are referred to in subparagraphs (a) to (i) inclusive.
6. No Corporate Action Taken Since The Accounting Date
Since the Accounting Date, save as Disclosed or pursuant to transactions in favour of FDM or a
wholly-owned subsidiary of FDM, no member of the Wider FDM Group having:
(a) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any
class or securities convertible into or exchangeable for, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible securities (save pursuant to the FDMShare Schemes
or the EBT); or
(b) redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or
reduction of any part of its share capital or made or proposed the making of any other change to
its share capital; or
(c) recommended, declared, paid or made or proposed to recommend, declare, pay or make any
dividend, bonus issue or other distribution whether payable in cash or otherwise; or
(d) merged or demerged with or from, or acquired, any body corporate or authorised or proposed or
announced any intention to propose any such merger or demerger; or
29
(e) other than in the ordinary course of business acquired or disposed of, transferred, mortgaged or
charged, or created or granted any security interest over, any assets (including shares and trade
investments) or authorised or proposed or announced any intention to propose any acquisition,
disposal, transfer, mortgage, charge or creation or grant of any security interest (which in any case
is material in the context of the Wider FDM Group taken as a whole); or
(f) issued or authorised or proposed the issue of any debentures or incurred or save in the ordinary
course of business increased any borrowings, indebtedness or liability (actual or contingent); or
(g) entered into or varied, or authorised or proposed the entry into or variation of, or announced its
intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or could involve an obligation of such nature or magnitude or which is or could be
restrictive to the existing business of any member of the Wider FDMGroup or which is other than
in the ordinary course of business and which in any such case is material in the context of the
Wider FDM Group taken as a whole; or
(h) entered into, implemented, effected, authorised or proposed or announced its intention to enter
into, implement, effect, authorise or propose any contract, reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement otherwise than in the ordinary
course of business which is material in the context of the Wider FDM Group taken as a
whole; or
(i) waived or compromised any claim other than in the ordinary course of business; or
(j) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary
the terms of any contract with any of the directors or senior executives of FDM or any of the
directors or senior executives of any other member of the Wider FDM Group; or
(k) taken or proposed any corporate action or had any legal proceedings instituted or threatened
against it or petition presented for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any material part of its assets and revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any analogous person in any
jurisdiction; or
(l) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended
(or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business; or
(m) made any alteration to its memorandum or articles of association, or other incorporation
documents; or
(n) in relation to the pension schemes established for its directors and/or other employees and/or their
dependants, made or consented to any material change to:
(i) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;
(ii) the pensions which are payable, under them;
(iii) the basis on which qualifications for or accrual of or entitlement to such benefits or
pensions are calculated or determined;
(iv) the basis upon which the liabilities (including pensions) of such pension schemes are
funded or made;
(v) or agreed or consented to any change to the trustees of such pension schemes; or
(o) entered into any agreement or passed any resolution or made any offer (which remains open for
acceptance) or proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this condition 6.
30
7. Other Events Since the Accounting Date
In the period since the Accounting Date save as Disclosed:
(a) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings
having been announced, instituted, threatened or remaining outstanding by, against or in respect
of, any member of the Wider FDM Group or to which any member of the Wider FDM Group is
or may become a party (whether as claimant, defendant or otherwise) which is material in the
context of the Wider FDM Group taken as a whole; or
(b) no adverse change or deterioration having occurred in the business or assets or financial or
trading position or prospects, assets or profits of any member of the Wider FDMGroup which is
material in the context of the Wider FDM Group taken as a whole; or
(c) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect
of any member of the Wider FDM Group having been threatened, announced, implemented or
instituted or remaining outstanding by, against or in respect of, any member of the Wider FDM
Group which in any such case is material in the context of the Wider FDMGroup taken as a whole;
or
(d) no contingent or other liability having arisen or become apparent or increased which is material
in the context of the Wider FDM Group taken as a whole.
8. Other Issues
Save as Disclosed Astra not having discovered that:
Information
(a) the financial, business or other information disclosed at any time by any member of the Wider
FDM Group, whether publicly or in the context of the Offer either contained a material
misrepresentation of fact or omitted to state a fact necessary to make the information disclosed
not materially misleading; or
(b) any contingent liability disclosed in such disclosed information would or might materially and
adversely affect, directly or indirectly, the business, profits or prospects of the Wider FDMGroup
taken as a whole; or
(c) any information disclosed at any time by or on behalf of any member of the Wider FDM Group
is or becomes materially incorrect; or
(d) any information which affects the import of any information disclosed at any time by or on behalf
of any member of the Wider FDMGroup to an extent which is material in the context of the Wider
FDM Group taken as a whole;
Intellectual Property
(e) any member of the Wider FDM Group does not own or have licensed to it or otherwise possess
legally enforceable rights to use all intellectual property that is:
(i) required or reasonably necessary for the conduct of business of the relevant member of the
Wider FDM Group as currently conducted; or
(ii) under development for such business;
(f) any intellectual property held by any member of the Wider FDM Group that is material in the
context of the Wider FDM Group taken as a whole is not valid and subsisting; or
Accounts
(g) any member of the Wider FDM Group is subject to any liability, contingent or otherwise, which
is material in the context of the Wider FDM Group taken as a whole; or
31
Criminal Property
(h) any asset of any member of the Wider FDM Group constitutes criminal property as defined by
section 340(3) Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
9. Certain further terms of the Offer
The conditions are inserted for the benefit of Astra and no FDM Shareholder shall be entitled to waive
any of the conditions without the prior consent of Astra.
Subject to the requirements of the Panel, Astra reserves the right to waive all or any of conditions 3 to
8 (inclusive) in whole or in part;
Each of conditions 1 to 8 shall be regarded as a separate condition and shall not be limited by reference
to any other condition.
The Offer will lapse and will not proceed if the proposed acquisition of FDM is referred to the
Competition Commission or if the European Commission either initiates proceedings under Article
6(1)(c) of the ECMR or makes a referral to a competent authority of the United Kingdom under Article
9(1) of the ECMR before 1.00 p.m. on the first closing date or the time and date on which the Offer
becomes or is declared unconditional as to acceptances (whichever is the later).
If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer and
Astra shall thereupon cease to be bound by acceptances submitted before the time the Offer lapses.
The Offer will lapse unless all of the conditions relating to the Offer have been fulfilled or (if capable
of waiver) waived by, or, where appropriate, have been determined by Astra to be and remain satisfied
by, midnight on the twenty first day after the later of:
(i) the first closing date; or
(j) the date on which the Offer becomes unconditional as to acceptances
or such later date as Astra may, with the consent of the Panel, decide. Astra shall be under no obligation
to waive or treat as satisfied any condition by a date earlier than the latest date specified above for its
satisfaction even though the other conditions of the Offer may, at such earlier date, have been waived or
fulfilled and there are, at such earlier date, no circumstances indicating that any such conditions may
not be capable of fulfilment.
If Astra is required by the Panel to make an offer for FDMShares under Rule 9 of the Code, Astra may
make such alterations to the conditions of the Offer set out above, including condition 1, as are
necessary to comply with that Rule;
FDM Shares will be acquired by Astra fully paid and free from all liens, equities, charges, equitable
interests, encumbrances, rights of pre-emption and any other third party right and/or interests of any
nature whatsoever and together with all rights attaching to them, now or in the future, including the right
to receive and retain all dividends, interest and other distributions declared, paid or made after the
Announcement Date.
The Offer will be governed by and will be subject to the jurisdiction of the English Courts.
The availability of the offer to persons not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions. People who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
24.2(d)(iv)
31.7
Note on
12.1
12.1(a) and
(b)
32
Section B: Further terms of the Offer
The following further terms apply to the Offer unless the contrary is expressed or the context
otherwise requires.
Except where the context otherwise requires, references in Sections B, C and D of this Part III and in
the Form of Acceptance to:
(a) “acceptances of the Offer” includes deemed acceptances of the Offer;
(b) the Offer being, becoming or being declared “unconditional” means unconditional as to
acceptances whether or not any other condition of the Offer remains to be fulfilled and the Offer
“becoming unconditional” includes the Offer being declared unconditional;
(c) the “acceptance condition” means the condition as to acceptances set out in paragraph 1 of
Section A of this Part III;
(d) any statute or any statutory provision includes a statute or statutory provision which amends,
consolidates or replaces the same (whether before or after the date of this document);
(e) “Acceptance Shares” means FDM Shares in respect of which the Offer has been accepted or is
deemed to have been accepted in accordance with paragraph 1 of Sections C and D of this
Part III, and in respect of which such acceptance has not been validly withdrawn;
(f) any person “acting in concert with Astra” means any such person acting or deemed to be acting
in concert with Astra for the purposes of the Offer; and
(g) the “Offer Document” means this document and any other document containing, or containing
details of, the Offer.
The Offer extends to any FDMShares (except those to be sold under the Share Exchange Agreements)
which are unconditionally allotted or issued fully paid (or credited as fully paid) before the date on
which the Offer ceases to be open for acceptance (or such earlier date as Astra may, subject to the Code,
decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to
acceptances or, if earlier, the First Closing Date).
1. Acceptance Period
(a) The Offer is initially open for acceptance until 1.00 p.m. on 18 December 2009. Astra reserves
the right (but will not be obliged, other than as required by the Panel) at any time and from time
to time to extend the Offer after such time.
(b) Although no revision is envisaged, if the Offer (in its original or previously revised form) is
revised, it will remain open for acceptance for a period of at least 14 days (or such lesser period
as may be permitted by the Panel) from the date of posting the revised offer document to FDM
Shareholders. Except with the consent of the Panel, no revision of the Offer may be posted to
FDMShareholders on or after 12 January 2010 or, if later, the date 14 days before the last day on
which the Offer is capable of becoming unconditional.
(c) The Offer, whether revised or not, shall not (except with the consent of the Panel), be capable of
becoming unconditional after midnight on 26 January 2010 (or on any earlier time and/or date
beyond which Astra has stated that the Offer will not be extended unless it has, where permitted,
withdrawn that statement), nor of being kept open for acceptance after that time and/or date unless
it has previously become unconditional. However, Astra reserves the right, with the permission of
the Panel, to extend the time for the Offer to become unconditional to any later time(s)
and/or date(s).
31.6(a)
32.1
31.1
24.2(d)(iv)
33
Except with the consent of the Panel, Astra may not, for the purpose of determining whether the
acceptance condition has been satisfied, take into account acceptances received or purchases of FDM
Shares made after 1.00 p.m. on 26 January 2010 (or any earlier time(s) and/or date(s) beyond which
Astra has stated the Offer will not be extended unless it has, where permitted, withdrawn that statement)
or any such later time(s) and/or date(s) as Astra, with the permission of the Panel, may determine.
If the latest time at which the Offer may become unconditional is extended beyond midnight on
26 January 2010, acceptances received and purchases of FDM Shares made in respect of which relevant
documents are received by Neville Registrars after 1.00 p.m. on the relevant date may (except where the
Code otherwise permits) only be taken into account with the Panel’s consent.
(d) If the Offer becomes unconditional, it will remain open for acceptance for not less than 14 days
from the date on which it would otherwise have expired. If the Offer has become unconditional
and it is stated by or on behalf of Astra that the Offer will remain open until further notice, then
not less than 14 days’ notice will be given prior to the closing of the Offer to FDM Shareholders
who have not accepted the Offer.
(e) If a competitive situation arises after Astra has given a “no increase” statement and/or a “no
extension” statement in relation to the Offer (as determined by the Panel), Astra may, if it
specifically reserves the right to do so at the time such statement is made or otherwise with the
consent of the Panel, withdraw such statement and be free to extend or revise the Offer provided
that it complies with the Code and in particular that:
(i) it announces such withdrawal as soon as possible and in any event within four business days
after the date of the firm announcement of the competing offer or other circumstance in
respect of which a reservation has been made and informs FDMShareholders to that effect
in writing (or, in the case of FDM Shareholders with registered addresses outside the UK
or whom Astra knows to be a nominee, trustee or custodian holding FDM Shares for such
persons, by an announcement in the UK) at the earliest opportunity thereafter; and
(ii) any FDM Shareholder who accepted the Offer after the date of the “no increase” and/or “no
extension” statement is given a right of withdrawal in accordance with paragraph 3(c) below.
(f) Astra may choose not to be bound by the terms of a “no increase” or “no extension” statement:
(i) if it would otherwise prevent the posting of an increased or improved Offer either as to the
value or nature of the consideration offered or otherwise provided that Astra has
specifically reserved the right to do so and the increased or improved Offer is
recommended for acceptance by the Independent Director; or
(ii) with the consent of the Panel.
(g) Except as provided in paragraphs 1(e) and 1(f) above, Astra will be bound by the terms of any “no
increase” or “no extension” statement.
(h) Unless otherwise required by the Panel, Astra shall be entitled at any particular time to decide that
the acceptance condition is then satisfied taking into account only those FDMShares which have
been unconditionally allotted or issued before that time and written notice of the allotment or
issue of which, containing all relevant details, has been received before that time by Neville
Registrars, at one of the addresses and in the manner referred to in paragraph 3(a) below, from
FDM or its agents. E-mail, facsimile, telex or other electronic transmission or copies will not be
sufficient for this purpose and shall not constitute written notice.
(i) If a competitive situation arises and is continuing on 26 January 2010, Astra will enable holders
of FDMShares in uncertificated form who have not already validly accepted the Offer but who have
previously accepted the competing offer to accept the Offer by special form of acceptance to take
effect on 26 January 2010. It shall be a condition of such special form of acceptance being a valid
acceptance of the Offer that (i) it is received by Neville Registrars on or before 26 January 2010;
(ii) the relevant FDMShareholder shall have applied to withdraw his acceptance of the competing
32.2
32.2 Note 4
31.5 Note 4
32.2
Note 3
31.5
Note 3
31.4
31.2
31.6(b)
31.6(b)
34
offer but that the FDMShares to which such withdrawal relates shall not have been released from
escrow before 26 January 2010 by the escrow agent to the competing offer; and (iii) the FDM
Shares to which the special form of acceptance relates are not transferred to escrow in accordance
with the procedure for acceptance set out in the letter from Ernst & Young contained in Part II
of this document on or before 26 January 2010, but an undertaking is given that they will be so
transferred as soon as possible thereafter. FDM Shareholders wishing to use such forms of
acceptance should apply to Neville Registrars on 0121 585 1131 between 9.00 a.m. and 5.00 p.m.
on the business day preceding 26 January 2010 in order that such forms can be despatched.
Notwithstanding the right to use such special form of acceptance, holders of FDM Shares in
uncertificated form may not use a Form of Acceptance (or any other purported acceptance form)
for the purpose of accepting the Offer in respect of such shares.
2. Announcements
(a) By 8.00 a.m. on the business day (“the relevant day”) next following the day on which the Offer
is due to expire or becomes unconditional or is revised or extended as the case may be (or such
later time(s) and/or date(s) as the Panel may agree), Astra will make an appropriate announcement
through a Regulatory Information Service. Such announcement will state prominently the total
numbers of FDM Shares which Astra may count towards the satisfaction of the acceptance
condition and will specify the percentages of each class of securities represented by these figures.
The announcement will also state:
(i) the numbers of FDM Shares for which acceptances of the Offer have been received;
(ii) the numbers of FDM Shares for which acceptances of the Offer have been received from
any person acting in concert with Astra or in respect of shares which were the subject of an
irrevocable undertaking, or letter of intent, to accept the Offer procured by Offeror or any
of its associates;
(iii) details of any FDMsecurities in which Astra or any person acting in concert with it has an
interest or in respect of which he has a right to subscribe, in each case specifying the nature
of the interests or rights concerned;
(iv) details of any short positions (whether conditional or absolute and whether in the money or
otherwise) in FDMsecurities in which Astra or any person acting in concert with it has an
interest, 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;
(v) details of any FDM securities in respect of which Astra or any of its associates has an
outstanding irrevocable commitment or letter of intent; and
(vi) details of any FDM securities which Astra or any person acting in concert with it has
borrowed or lent, save for any borrowed shares which have been either on-lent or sold,
and will specify the percentages of each class of securities represented by each of these figures.
(b) In calculating the number of FDMShares or rights over FDMShares represented by acceptances
and/or purchases, Astra may only include acceptances and purchases if they could be counted
towards fulfilling the acceptance condition in accordance with paragraphs 5(l)(i) and (ii) below,
unless the Panel agrees otherwise. Subject to this, Astra may include or exclude, for
announcement purposes, acceptances and purchases which are not complete in all respects or
which are subject to verification.
(c) Any decision to extend the time and/or date by which the acceptance condition has to be fulfilled
may be made by Astra at any time up to, and will be announced not later than, 8.00 a.m. on the
relevant day (or such later date and/or time as the Panel may agree) and the announcement will
state the next expiry date (unless the Offer is unconditional in which case the announcement may
state the Offer will remain open until further notice).
31.2
17.1
Note 4
17.1
35
(d) In this Section B, references to the making of an announcement or the giving of notice by or on
behalf of Astra include the release of an announcement by public relations consultants of Astra,
or by Ernst & Young, to the press and the delivery by hand or telephone, email, facsimile or telex
or other electronic transmission of an announcement to a Regulatory Information Service. An
announcement made otherwise than to a Regulatory Information Service shall be notified
simultaneously to a Regulatory Information Service (unless the Panel otherwise permits).
(e) Without limiting the manner in which Astra may choose to make any public announcement and
subject to Astra’s obligations under applicable law, Astra will have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by making a
release to a Regulatory Information Service.
3. Rights of withdrawal
(a) If, having announced the Offer to be unconditional, Astra fails to comply by 3.30 p.m. on the
relevant day (or such later time(s) and/or date(s) as the Panel may agree) with any of the other
requirements specified in paragraph 2(a) above, an accepting FDM Shareholder may
immediately afterwards withdraw his acceptance of the Offer by written notice received by
Neville Registrars by post or by hand (during normal business hours only) at Neville House,
18 Laurel Lane, Halesowen, West Midlands B63 3DA. Alternatively, in the case of FDM Shares
in uncertificated form, withdrawals can also be effected in the manner set out in sub-paragraph
(h) below. Subject to paragraph 1(c) above, this right of withdrawal may be terminated not less
than eight days after the relevant day by Astra confirming, if such is the case, that the Offer is still
unconditional, and complying with the other requirements specified in paragraph 2(a) above. If
any such confirmation is given, the first period of 14 days referred to in paragraph 1(d) above
will run from the date of such confirmation and compliance.
(b) If by 1.00 p.m. on 8 January 2010 (or such later time(s) and/or date(s) as the Panel may agree) the
Offer has not become unconditional, an accepting FDM Shareholder may withdraw his acceptance
in the manner referred to in sub-paragraph (a) above (or, in the case of FDM Shares held in
uncertificated form, in the manner referred to in sub-paragraph (h) below) at any time before the
earlier of:
(i) the time that the Offer becomes unconditional; and
(ii) the final time for the lodging of acceptances of the Offer which can be taken into account
in accordance with paragraph 1(c) above.
(c) If a “no increase” or “no extension” statement has been withdrawn in accordance with
paragraph 1(e) above, any FDM Shareholder who accepts the Offer after the date of such
statement may withdraw his acceptance in the manner referred to in sub-paragraph (a) above
(or, in the case of FDM Shares held in uncertificated form, in the manner referred to in
sub-paragraph (h) below) within a period of eight days following the date on which written
notice withdrawing such statement is posted to FDM Shareholders.
(d) Except as provided by this paragraph 3 and paragraph 4 below or as otherwise permitted by
Astra, all acceptances and elections are irrevocable.
(e) To be effective, a written notice of withdrawal must be received on a timely basis by Neville
Registrars and must specify the name of the person who has made the relevant acceptance, the
number of FDM Shares in respect of which acceptance is withdrawn and (if share certificates
have been delivered) the name of the registered holder of the relevant FDM Shares, if different
from the name of the person who made the relevant acceptance. FDMShares in respect of which
acceptance has been withdrawn may subsequently be assented to the Offer in accordance with the
acceptance procedures contained in this document while the Offer remains open for acceptance.
(f) In this paragraph 3, “written notice” (including any letter of appointment, direction or authority)
means notice in writing bearing the original signature(s) of the relevant accepting FDM
Shareholder(s) or his/their agent(s) duly appointed in writing. E-mail, facsimile, telex or other
32.2
Note 3
31.5
Note 3
34
17.2(b)
17.2 (c)
17.1 Note 4
36
electronic transmission or copies will not be sufficient for this purpose and shall not constitute
written notice. Any such written notice signed by any person other than the relevant FDM
Shareholder(s) must be accompanied by the relevant letter of appointment, direction or authority
in a form reasonably satisfactory to Astra. Notice which is postmarked in, or otherwise appears
to Astra or its agents to have been sent from, the United States, Canada, Australia, Japan or any
other jurisdiction whose rules would or may be violated by such notice may be treated as invalid.
(g) All questions of validity (including time of receipt) of any notice of withdrawal will be determined
by Astra whose determination (except as the Panel otherwise decides) will be final and binding.
Neither Astra nor Ernst & Young nor Neville Registrars will be under any duty to give notification
of any defects in any notice of withdrawal or will incur any liability for failure to do so.
(h) In the case of FDM Shares held in uncertificated form, if withdrawals are permitted pursuant to
sub-paragraph (a) above, an accepting FDMShareholder may withdraw his acceptance through
CREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends)
an ESA instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn.
Each ESA instruction must, in order for it to be valid and settle, include the following details:-
• the number of FDM Shares to be withdrawn, together with their ISIN number. This is
GB00B06HK710;
• the member account ID of the accepting shareholder, together with his participant ID;
• the member account ID of the Escrow Agent included in the relevant Electronic
Acceptance, together with the Escrow Agent’s participant ID;
• the transaction reference number of the Electronic Acceptance to be withdrawn;
• the intended settlement date for withdrawal; and
• the corporate action number for the Offer.
Any such withdrawal will be conditional upon Neville Registrars verifying that the withdrawal
request is validly made. Accordingly, Neville Registrars on behalf of Astra reject or accept the
withdrawal by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept
(AEAN) message.
(i) Immediately (or within such longer period, not exceeding 14 days, as the Panel may permit) upon
a FDM Shareholder validly withdrawing his acceptance in respect of FDM Shares held in
uncertificated form, Neville Registrars will give TFE instructions to Euroclear to transfer all
FDM Shares held in escrow balances, and in relation to which it is the Escrow Agent for the
purposes of the Offer, to the original available balances of the FDM Shareholder concerned and,
in respect of FDM Shares held in certificated form, Neville Registrars will return all share
certificates and/or other documents of title to the FDM Shareholder concerned as soon as
practicable following the receipt of the withdrawal (and, in any event, within 14 days).
4. Revisions of the Offer
(a) Although no revision of the Offer is envisaged, if the Offer (in its original or any previously
revised form(s)) is revised either in its terms or conditions or in the value or form of the
consideration offered or otherwise (which Astra reserves the right to do), and any such revision
represents, on the date on which such revision is announced (on such basis as Ernst & Young may
consider appropriate), an improvement (or no diminution) in the value of the consideration
previously offered or in the overall value received and/or retained by a FDM Shareholder (under
the Offer or otherwise), the benefit of the revised Offer will (subject to the provisions of this
paragraph 4 and paragraph 6 below) be made available to FDM Shareholders who have
accepted the Offer in its original or any previously revised form(s) and not validly withdrawn such
acceptances (“previous acceptors”). The acceptance by or on behalf of a previous acceptor of the
Offer in its original or any previously revised form(s) shall (subject to the provisions of this
paragraph 4 and paragraph 6 below) be treated as an acceptance of the Offer as so revised and
32.3
37
shall also constitute the separate appointment of each of Astra, any director of Astra,
Ernst &Young, or any partner of Ernst & Young and their respective agents as his/her attorney
and/or agent (the “Attorney”) with authority to accept any such revised Offer on behalf of such
previous acceptor and, if such revised Offer includes alternative forms of consideration, to make
an election for and/or accept such alternative forms of consideration on his behalf or any
combination of them as the Attorney in his absolute discretion thinks fit and to execute on behalf
of and in the name of such previous acceptor all such further documents (if any) and do such
further things (if any) as may be required to give effect to such acceptance and/or election(s). In
making any such acceptance and/or election(s), the Attorney shall take into account the nature of
any previous acceptance and/or election made by the previous acceptor and such other fact or
matters as he may reasonably consider relevant.
(b) For the avoidance of doubt, for the purposes of sub-paragraph (a) above, “revision” includes,
without limitation, any revision of the Offer (i) in its original or revised form, (ii) in relation to
its terms and conditions and (iii) in relation to the value or nature of the consideration offered.
(c) Subject to sub-paragraphs (d) and (e) below, the authorities and powers of attorney conferred in
this paragraph 5 and any acceptance of a revised Offer shall be irrevocable until the previous
acceptor becomes entitled to withdraw his acceptance under paragraph 3 above and duly does so.
(d) The deemed acceptances and elections referred to in sub-paragraph (a) above shall not apply
and the power of attorney and authorities conferred by that paragraph shall not be exercised if as
a result the previous acceptor would (on such basis as Ernst & Young may consider appropriate)
receive less in aggregate in consideration than he would have received in aggregate in
consideration as a result of his acceptance of the Offer in the form in which it was originally
accepted. The authorities conferred by sub-paragraph (a) above shall not be exercised in respect
of any election available under the revised Offer save in accordance with this paragraph 4.
(e) The deemed acceptances and elections referred to in sub-paragraph (a) above shall not apply
and the exercise of the powers of attorney and authorities so conferred by such paragraph shall be
ineffective to the extent that any previous acceptor (i) in respect of FDM Shares held in
certificated form, shall lodge with Neville Registrars, at one of the addresses and in the manner
referred to in paragraph 3(a) above, within 14 days of the posting of the document containing
the revised Offer, a Form of Acceptance validly accepting the Offer in which he validly elects to
receive the consideration receivable by him in some other manner or (ii) in respect of FDMShares
in uncertificated form, shall send (or, if a CREST sponsored member, procures that his CREST
sponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptance
in respect of which an election is to be varied. Each ESA instruction must, in order for it to be
valid and settle, include the following details:-
• the number of FDMShares in respect of which the changed election is made, together with
their ISIN number;
• the member account ID of the previous acceptor, together with his participant ID;
• the member account ID of the Escrow Agent included in the relevant Electronic
Acceptance, together with the Escrow Agent’s participant ID;
• the transaction reference number of the Electronic Acceptance in respect of which the
election is to be changed;
• the intended settlement date for the changed election;
• the corporate action number for the Offer;
and, in order that the desired change of election can be effected, must include:
• the member account ID of the Escrow Agent relevant to the new election.
38
Any such change of election will be conditional upon Neville Registrars verifying that the request
is validly made. Accordingly, Neville Registrars will on behalf of the Offeror reject or accept the
requested change of election by transmitting in CREST a receiving agent reject (AEAD) or a
receiving agent accept (AEAN) message.
(f) Astra and Ernst & Young reserve the right, subject to sub-paragraphs (d) and (e) above, to treat
an executed Form of Acceptance or TTE instruction (in respect of the Offer in its original or any
previously revised form(s)) which is received or dated after the announcement or issue of the
Offer in any revised form (including, any revised Offer) as a valid acceptance of the revised Offer
and/or of any alternative forms of consideration then included in the revised Offer, as the case
may be, and such acceptance shall constitute an authority in the terms of sub-paragraph (a)
above, with due alteration of details, on behalf of the relevant FDM Shareholder.
5. General
(a) The Offer will lapse unless all of the conditions relating to the Offer, other than the acceptance
condition, have been fulfilled or (if capable of waiver) waived by, or, where appropriate, have
been determined by Astra to be and remain satisfied by, midnight on the twenty-first day after the
later of:
(i) the First Closing Date; and
(ii) the date on which the Offer becomes unconditional,
or such later date as Astra may, with the consent of the Panel, decide. Astra shall be under no
obligation to waive or treat as satisfied any condition by a date earlier than the latest date
specified above for its satisfaction even though the other conditions of the Offer may, at such
earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances
indicating that any such conditions may not be capable of fulfilment.
(b) Except with the consent of the Panel, settlement of the consideration to which any FDM
Shareholder is entitled under the Offer will be implemented in full in accordance with the terms
of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to
which Astra may otherwise be, or claim to be, entitled as against him and will (subject to
paragraph 6 below) be effected in the manner described in paragraph 16 of Part II of this
document within 14 days of the date on which the Offer becomes wholly unconditional or 14 days
after receipt of a valid and complete acceptance, whichever is the later.
(c) The Offer is made on 27 November 2009 to all FDM Shareholders including those to whom this
document may not be despatched and is capable of acceptance from and after that time; this
document and the Form of Acceptance are available from Neville Registrars at the address referred
to in paragraph 3(a) above. The Offer is being made by means of this document to all FDM
Shareholders. The first closing date of the Offer for the purposes of the Code is 18 December 2009.
(d) The instructions, terms, provisions and authorities contained in or deemed to be incorporated in
the Form of Acceptance form part of the terms of the Offer. Words and expressions defined in this
document will, unless the context otherwise requires, have the same meanings when used in the
Form of Acceptance. The terms and conditions to the Offer in this document will be deemed to
be incorporated in, and form part of, the Form of Acceptance.
(e) If the expiry date of the Offer is extended, all references in this document and in the Form of
Acceptance to 18 December 2009 (except in Section A of this Part III, in the definition of
“First Closing Date”, in paragraph 1(a) and sub-paragraph (c) above, and where the context
otherwise requires) shall be deemed to refer to the expiry date of the Offer as so extended.
(f) Any omission or failure to (or decision not to) despatch this document or the Form of Acceptance
or any document required to be given under the terms of the Offer and/or any notice required to be
despatched under the terms of the Offer to, or any failure to receive the same by, any person to
whom the Offer is made, or should be made, shall not invalidate the Offer in any way or create any
31.10
31.1
31.7
24.6
39
implication that the Offer has not been made to any such person. Subject to paragraph 6 below,
the Offer will extend to any persons to whom this document, the Form of Acceptance or any related
documents may not be despatched, and such persons may collect copies of those documents from
Neville Registrars at the addresses and in the manner referred to in paragraph 3(a) above.
(g) If the Offer does not become or is not declared wholly unconditional and lapses, (i) in respect of
FDM Shares held in certificated form, the Form of Acceptance, share certificate(s) and/or other
document(s) of title will be returned by post (or such other method(s) as the Panel may approve)
as soon as practicable (and, in any event, within 14 days of the Offer lapsing), at the risk of the
FDM Shareholder concerned, to the person or agent whose name and address is set out in Box 3
or 4 of the Form of Acceptance or, if none is set out, to the first-named holder at his/her registered
address (in all cases outside the United States, Canada, Australia, Japan or any other jurisdiction
whose rules would or may, in the belief of FDM or its agents, be violated by such posting) or
(ii) in respect of FDM Shares held in uncertificated form, Neville Registrars will, immediately
after the lapsing of the Offer (or within such longer period, not exceeding 14 days of the Offer
lapsing, as the Panel may approve), give TFE instructions to Euroclear to transfer all FDMShares
held in escrow balances, and in relation to which it is the Escrow Agent for the purposes of the
Offer, to the original available balances of the FDM Shareholders concerned.
(h) If the Offer lapses, it will cease to be capable of further acceptance and accepting FDM
Shareholders and Astra will cease to be bound by Forms of Acceptance submitted before the time
the Offer lapses.
(i) All powers of attorney, appointments as agents and authorities on the terms conferred by or
referred to in this Section B or in the Form of Acceptance are given by way of security for the
performance of the obligations of the FDMShareholder concerned and are irrevocable (in respect
of powers of attorney, in accordance with section 4 Powers of Attorney Act 1971) except in the
circumstances where the acceptance is withdrawn in accordance with paragraph 3 above.
(j) No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or other
document(s) of title, transfer(s) by means of CREST, communication or notice will be given by
or on behalf of Astra.
(k) All communications, notices, certificates, documents of title and remittances to be delivered by
or sent to or from any FDMShareholder (or their designated agent(s)) will be delivered by or sent
to or from them (or their designated agent(s)) at their risk.
(l) Without prejudice to any other provision of this Part III, Astra reserves the right to treat any Form
of Acceptance in respect of FDMShares held in certificated form as valid if not entirely in order
or is not accompanied by relevant share certificate(s) and/or other relevant document(s) of title,
or if it is received, by or on its behalf, at any place or places or in any manner determined by it
otherwise than as specified in this document or in the Form of Acceptance. Not withstanding the
above, unless otherwise agreed with the Panel:
(i) an acceptance of the Offer will only be counted towards fulfilling the acceptance condition
if the requirements of Note 4 and, if applicable, Note 6 on Rule 10 of the Code are satisfied
in respect of it;
(ii) an acquisition of FDMShares by Astra or its nominees (or, if Astra is required by the Panel
to make an offer for FDM Shares under the provisions of Rule 9 of the Code, by a person
acting in concert with Astra or a wholly-owned subsidiary of Astra (or its nominees)) shall
be counted towards fulfilling the acceptance condition only if the requirements of Note 5
and, if applicable, Note 6 on Rule 10 of the Code are satisfied in respect of it but which do
not fall within Note 8 on Rule 10; and
(iii) the Offer shall not become unconditional unless Neville Registrars shall have issued a
certificate to Astra (or its agent) which states the number of FDM Shares in respect of
which acceptances have been received which comply with sub-paragraph (l)(i) above and
the number of FDMShares otherwise acquired, whether before or during the Offer Period,
10
Note 7
24.6
24.6
Note on
12.1
40
which comply with sub-paragraph (l)(ii) above. Copies of such certificate will be sent to
the Panel and to Brewin Dolphin as soon as possible after it is issued but which do not fall
within Note 8 on Rule 10.
(m) Astra reserves the right to notify any matter, including the making of the Offer, to all or any FDM
Shareholder(s) with (a) registered address(es) outside the United Kingdom or whom Astra knows
to be a nominee, trustee or custodian holding FDMShares for persons who are citizens, residents
or nationals of jurisdictions outside the UK, by announcement in the UK or by paid advertisement
in a newspaper published in the UK, in which event such notice shall be deemed to have been
sufficiently given notwithstanding any failure by any FDM Shareholder to receive or see such
notice. All references in this document to notice or the provision of information in writing by or
on behalf of Astra shall be construed accordingly. No such document will be sent to an address
in the United States, Canada, Australia, Japan or any other jurisdiction where such actions may
constitute (or result in the Offer constituting) a breach of any legal or regulatory requirements.
(n) If sufficient acceptances are received and/or purchases made, Astra intends to apply the
provisions of sections 974 to 991 (inclusive) Companies Act 2006 to acquire compulsorily any
outstanding FDM Shares to which the Offer relates (as defined in the acceptance condition).
(o) Astra intends to procure that FDM applies to the London Stock Exchange for the admission to
trading of FDMShares to be cancelled. Not less than 20 business days’ notice of cancellation will
be given, commencing either on the date Astra acquires or agrees to acquire 75 per cent. of FDM
Shares or on the first date of the issue of compulsory acquisition notices under section 980
Companies Act 2006.
(p) In relation to any FDM Shares which are held in uncertificated form, Astra reserves the right to
make such alterations, additions or modifications as may be necessary or desirable to give effect
to any purported acceptance of the Offer, whether in order to comply with the facilities or
requirements of CREST or otherwise, provided that such alterations, additions or modifications are
consistent with the requirements of the Code or are otherwise made with the consent of the Panel.
(q) If Astra is required by the Panel to make an offer for FDMShares under Rule 9 of the Code, Astra
may make such alterations to the conditions of the Offer, including the acceptance condition, as
are necessary to comply with that Rule.
(r) Astra reserves the right to nominate, as the person entitled to acquire any FDM Shares pursuant to
the Offer, such subsidiary of Astra as Astra shall in its absolute discretion select for such purpose and
following any such nomination references in this document to Astra shall be construed accordingly.
(s) The Offer, all acceptances of it and elections under it, this document and the Form of Acceptance
and any action taken or made or deemed to be taken or made under any of the foregoing, shall be
governed by and construed in accordance with the laws of England.
(t) Execution by or on behalf of a FDMShareholder of a Form of Acceptance, or the making by or on
behalf of a FDM Shareholder of the Electronic Acceptance constitutes, subject to sub-paragraph
(u) below, his or her irrevocable submission, in relation to all matters arising out of the Offer and
the Form of Acceptance or Electronic Acceptance, to the exclusive jurisdiction of the courts of
England.
(u) Execution by or on behalf of a FDM Shareholder of a Form of Acceptance, or the making by or
on behalf of a FDM Shareholder of the Electronic Acceptance constitutes his or her agreement
that the provisions of sub-paragraph (t) above are included for the benefit of Astra, Ernst &
Young and Neville Registrars and his or her agreement that nothing shall limit the right of Astra,
Ernst & Young or Neville Registrars to bring any action, suit or proceeding arising out of or in
connection with the Offer in any other manner permitted by law or in any court of competent
jurisdiction and that he/she irrevocably submits to the jurisdiction of any such court.
(v) For the purposes of this document, the time of receipt of a TTE instruction, an ESA instruction
or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.
24.2(d)(xiv)
24.2(d)(xiv)
41
6. Overseas Shareholders
(a) The making of the Offer to Overseas Shareholders may be prohibited or affected by the laws of
the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any
applicable legal requirements. It is the responsibility of any Overseas Shareholders wishing to
accept the Offer to satisfy themselves as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the Offer, including the obtaining of
any governmental, exchange control or other consents which may be required, the compliance
with other necessary formalities and the payment of any issue, transfer or other taxes or duties or
payments due in such jurisdiction.
(b) Any Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties
or payments, by whomever payable, and each of Astra, Ernst & Young and any person acting on
their behalf shall be fully indemnified and held harmless by such shareholder for such taxes,
duties or payments as Astra or Ernst & Young may be required to pay in respect of the Offer
insofar as it relates to such shareholder.
(c) In particular, the Offer is not being and 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 of any facilities of a national securities
exchange of, the United States, Canada, Australia, Japan or any other jurisdiction where to do so
would violate the laws of that jurisdiction, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or within the United States,
Canada, Australia, Japan or other such jurisdiction.
(d) Copies of this document, the Form of Acceptance and the Form of Proxy and any related offering
documents are not being, and must not be, mailed, transmitted, or otherwise distributed or sent, in
whole or in part, in or into or from the United States, Canada, Australia, Japan or any other
jurisdiction where to do so would violate the laws of that jurisdiction including to FDM
Shareholders with registered addresses in the United States, Canada, Australia, Japan or other such
jurisdiction or to persons whom Astra knows to be custodians, trustees or nominees holding FDM
Shares for such persons. Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise distribute or send them in or into or
from the United States, Canada, Australia, Japan or other such jurisdiction or use the mails of the
United States, Canada, Australia, Japan or other such jurisdiction or 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, Japan
or any other such jurisdiction for any purpose, directly or indirectly, in connection with the Offer,
and so doing may invalidate any related purported acceptance of the Offer. Persons wishing to
accept the Offer must not use the mails of the United States, Canada, Australia, Japan or other such
jurisdiction or any such means, instrumentality or facilities for any purpose, directly or indirectly,
relating to acceptance of the Offer. Envelopes containing Forms of Acceptance, evidence of title or
other related documents must not be postmarked in, or otherwise despatched from, the United
States, Canada, Australia, Japan or other such jurisdiction and all acceptors must provide addresses
outside the United States, Canada, Australia, Japan or other such jurisdiction for remittance of cash
or the return of Forms of Acceptance, FDMShare certificate(s) and/or other documents of title.
(e) Save as provided in the remainder of this paragraph 6, a FDM Shareholder may be deemed not
to have validly accepted the Offer if:
(i) he/she puts “NO” in Box 5 of their Form of Acceptance and thereby does not make the
relevant representations and warranties set out in paragraph 3 of Section C below;
(ii) he/she completes Box 3 of the Form of Acceptance with an address in, or has a registered
address in, the United States, Canada, Australia, Japan or any other jurisdiction whose laws
may be violated by such acceptance and in either case he/she does not insert in Box 4 of
the Form of Acceptance the name and address of a person or agent outside the United
42
States, Canada, Australia, Japan or other such jurisdiction to whom he/she wishes the
consideration to which he/she is entitled under the Offer to be sent, subject to the provisions
of this sub-paragraph (f) and applicable laws;
(iii) he/she inserts in Box 4 of the Form of Acceptance the name and address and/or telephone
number of a person or agent in the United States, Canada, Australia, Japan or other such
jurisdiction to whom he/she wishes the consideration to which he/she is entitled under the
Offer to be sent;
(iv) the Form of Acceptance received from him/her is in an envelope postmarked in, or
otherwise appears to Astra or its agents to have been sent from, the United States, Canada,
Australia, Japan or other such jurisdiction; or
(v) in respect of uncertificated FDM Shares he/she makes a Restricted Escrow Transfer (as
defined in paragraph 6(f) below) unless he/she also makes a related Restricted ESA
Instruction which is accepted by Neville Registrars and does not make the representations
and warranties set out in paragraph 3 of section D below.
Astra reserves the right, in its sole discretion, to investigate, in relation to any acceptance, whether the
relevant representations and warranties set out in paragraph 3 of Section C or (as the case may be)
Section D below could have been truthfully given by the relevant FDM Shareholder and, if such
investigation is made and as a result Astra determines that such representation and warranty could not
have been so given or is not correct, such acceptance shall not, save as provided in the remainder of this
paragraph 6, be valid.
(f) If a FDM Shareholder holding FDM Shares in uncertificated form is unable to give the warranties
set out in paragraph 3 of Section D below, but nevertheless can provide satisfactory evidence to
Astra that he is able to accept the Offer in compliance with all relevant legal and regulatory
requirements, he may only purport to accept the Offer by sending (or if a CREST sponsored member,
procuring that his CREST sponsor sends) both (i) a TTE instruction to a designated escrow balance
detailed below (a “Restricted Escrow Transfer”) and (ii) one or more valid ESA instructions (a
“Restricted ESA Instruction”) which specify the form of consideration which he wishes to receive
(consistent with the alternatives offered under the Offer). Such purported acceptance will not be
treated as a valid acceptance unless both the Restricted Escrow Transfer and the Restricted ESA
Instruction settle in CREST and Astra decides, in its absolute discretion, to exercise its right described
in sub-paragraph (i) below to waive, vary or modify the terms of the Offer relating to overseas
shareholders, to the extent required to permit such acceptance to be made, in each case during the
acceptance period set out in paragraph 1 above. If Astra accordingly decides to permit such
acceptance to be made, Neville Registrars will on behalf of Astra accept the purported acceptance as
an Electronic Acceptance on the terms of this document (as so waived, varied or modified) by
transmitting in CREST a receiving agent accept (AEAN) message. Otherwise, Neville Registrars will
on behalf of Astra reject the purported acceptance by transmitting in CREST a receiving agent reject
(AEAD) message.
Each Restricted Escrow Transfer must, in order for it to be valid and settle, include the following details:
• the ISIN number for the FDM Shares. This is GB00B06HK710;
• the number of FDM Shares in respect of which the Offer is to be accepted;
• the member account ID and participant ID of the FDM Shareholder;
• the participant ID of the Escrow Agent. This is 7RAII;
• the member account ID of the Escrow Agent specific to a Restricted Escrow Transfer. This is
RESTRICT; and
• the intended settlement date.
43
Each Restricted ESA instruction must, in order for it to be valid and settle, include the following details:
• the ISIN number for the FDM Shares. This is GB00B06HK710;
• the number of FDM Shares relevant to the Restricted ESA instruction;
• the member account ID and participant ID of the accepting FDM Shareholder;
• the member account ID and the participant ID of the Escrow Agent set out in the Restricted
Escrow Transfer;
• the participant ID and the member account ID of the Escrow Agent relevant to the form of
consideration required (details of which are set out in paragraph 14(b) of the letter from Ernst
& Young in Part II of this document);
• the transaction reference number of the Restricted Escrow Transfer to which the Restricted ESA
instruction relates;
• the intended settlement date; and
• the corporate action number for the Offer.
(g) If, in connection with the making of the Offer, notwithstanding the restrictions described above,
any person (including, without limitation, custodians, nominees and trustees), whether pursuant
to a contractual or legal obligation or otherwise, forwards this document, the Form of Acceptance
or any related document in, into or from the United States, Canada, Australia, Japan or any other
jurisdiction where to do so would violate the relevant rules of that jurisdiction or uses the mails
of or 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, Japan or other such jurisdiction in connection with such
forwarding, such person should:
(i) inform the recipient of such fact;
(ii) explain to the recipient that such action may invalidate any purported acceptance by the
recipient; and
(iii) draw the attention of the recipient to this paragraph 6.
(h) The provisions of this paragraph 6 and any other terms of the Offer relating to Overseas
Shareholders may be waived, varied or modified as regards specific FDM Shareholders or on a
general basis by Astra in its absolute discretion but only if Astra is satisfied that such waiver,
variance or modification will not constitute a breach of any applicable securities or other law.
(i) If any written notice purporting to withdraw an acceptance in accordance with paragraph 3
above is received in an envelope postmarked in, or which otherwise appears to Astra or its agents
to have been sent from, the United States, Canada, Australia, Japan or any other jurisdiction
whose laws may have been violated by the acceptance, Astra reserves the right, in its absolute
discretion, to treat that notice as being valid.
(j) Neither Astra nor its advisers nor any person acting on behalf of any of them shall have any
liability to any person for any loss or alleged loss arising from any decision as to the treatment of
acceptances of the Offer on any of the bases set out above or otherwise in connection therewith.
(k) The provisions of this paragraph 6 supersede any terms of the Offer inconsistent with them.
(l) References in this paragraph 6 to a FDM Shareholder shall include references to the person or
persons executing a Form of Acceptance and, in the event of one or more persons executing a Form
of Acceptance, the provisions of this paragraph 6 shall apply to them jointly and to each of them.
(m) Overseas Shareholders should inform themselves about and observe any applicable legal or
regulatory requirements. If you are in any doubt about your position, you should consult your
professional adviser in the relevant jurisdiction.
44
Section C: Form of Acceptance
This Section C only applies to FDMShares in certificated form. If you hold all your FDMShares
in uncertificated form, you should ignore this Section C and instead read Section D below.
For the purposes of this Section C and the Form of Acceptance, the phrase “FDMShares comprised in
the acceptance” means the number of FDM Shares inserted in Box 1 of the Form of Acceptance or, if
no number is inserted or a number greater than such FDM Shareholder’s registered holding is inserted,
the greater of:
(a) the relevant FDM Shareholder’s entire holding of FDM Shares as disclosed by details of the
register of members made available to Neville Registrars prior to the time the relevant Form of
Acceptance is processed by them;
(b) the relevant FDM Shareholder’s entire holding of FDM Shares as disclosed by details of the
register of members made available to Neville Registrars prior to the latest time for receipt of
Forms of Acceptance which can be taken into account in determining whether the Offer is
unconditional as to acceptances; and
(c) the number of FDMShares in respect of which certificate(s), or an indemnity in lieu, is received.
Each FDMShareholder by whom, or on whose behalf, the Form of Acceptance is executed and received
by Neville Registrars or by or on behalf of Astra or Ernst & Young, irrevocably undertakes, represents,
warrants and agrees to and with Astra, Ernst & Young and Neville Registrars (so as to bind him, his
executors, personal representatives, heirs, successors and assignees) that:
1. the execution of the Form of Acceptance and its delivery to Neville Registrars shall constitute,
subject to the provisions of paragraph 6 of Section B above:
(a) an acceptance or deemed acceptance of the Offer in respect of the number of FDMShares
inserted or deemed inserted in Box 1 of the Form of Acceptance;
(b) if no Boxes are completed or if Box 1 of the Form of Acceptance is left blank or a number
greater than such shareholder’s registered holding appears in Box 1 and the Form of
Acceptance is signed or the Form of Acceptance is otherwise completed incorrectly but is
signed, an acceptance by such shareholder of the Offer in respect of the total number of
FDM Shares comprised in the acceptance; and
(c) an authority to Astra or its agents to execute any further documents and give any further
assurances which may be required in connection with any of the foregoing and an
undertaking to execute all or any further documents and/or give any such further assurances
as may be required to enable Astra to obtain the full benefit of this Section C and/or to
perfect any of the authorities expressed to be given under this Section C,
in each case on and subject to the terms and conditions set out in this document and the Form of
Acceptance and that, subject to the rights of withdrawal set out in paragraph 3 of Section B
above, each such acceptance shall be irrevocable;
2. such FDM Shareholder has the right to dispose of the FDM Shares comprised in the acceptance
and that the FDM Shares comprised in the acceptance are sold fully paid and with full title
guarantee free from all liens, charges, encumbrances and other third party rights and other
interests and together with all rights now and in the future attaching to them including the right
to receive and retain all dividends, interest and other distributions declared, made or paid in the
future;
3. unless “No” is put in Box 5 of the Form of Acceptance, such shareholder:
(a) has not received or sent, in whole or in part, copies or originals of this document, the Form
of Acceptance or any related offer documents in, into or from the United States, Canada,
Australia, Japan or any other jurisdiction where such actions may constitute (or result in the
18
45
Offer constituting) a breach of any legal or regulatory requirements, has not otherwise
utilised in connection with the Offer, directly or indirectly, the mails or any means or
instrumentality (including, without limitation, facsimile, telex, telephone or email) of
interstate or foreign commerce of, or any facilities of a national securities exchange, of the
United States, Canada, Australia, Japan or any other such jurisdiction;
(b) was outside the United States, Canada, Australia, Japan and any other such jurisdiction as
is referred to in sub-paragraph (a) above when the Form of Acceptance was sent and at
the time of accepting the Offer, is not an agent or fiduciary acting on a non-discretionary
basis for a principal, unless such principal has given all instructions with respect to the
Offer from outside the United States, Canada, Australia, Japan or any other such
jurisdiction, is accepting the Offer from outside the United States, Canada, Australia, Japan
or any other such jurisdiction and is not accepting the Offer for a US person, or a resident
of Canada, Australia, Japan or any other such jurisdiction, for whom such shareholder is
acting on a non-discretionary basis; and
(c) if a citizen, resident or national of a jurisdiction outside the United Kingdom, has observed
the laws of all relevant jurisdictions, obtained any requisite governmental or other consents,
complied with all requisite formalities, paid any issue, transfer or other taxes or duties due
from him/her in each case in connection with such acceptance in any such jurisdiction and
has not taken or omitted to take any action which will or may result in Astra, Ernst & Young
or any other person acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Offer or his/her acceptance of the Offer;
4. the execution of the Form of Acceptance and its receipt by Neville Registrars constitutes, subject
to the Offer becoming or being declared wholly unconditional and to an accepting FDM
Shareholder not having validly withdrawn his acceptance, the irrevocable separate appointment
of the Attorney (as defined in paragraph 4(a) of Section B above) as such shareholder’s attorney
and/or agent, and an irrevocable instruction to the Attorney:
(a) to complete and execute all or any form(s) of transfer and/or other document(s) whatever
at the Attorney’s discretion in relation to the FDMShares referred to in paragraph 1 above
in respect of which an accepting FDM Shareholder has not validly withdrawn his
acceptance (the “Acceptance Shares”) in favour of Astra or such other person or persons
as Astra or its agents may direct and to deliver such form(s) of transfer and/or other
document(s) at the Attorney’s discretion together with the certificate(s) and or other
document(s) relating to the Acceptance Shares for registration within four months of the
Offer becoming unconditional in all respects; and
(b) to execute all such other documents and to do all such other acts and things as may in the
opinion of such Attorney be necessary or expedient for the purpose of, or in connection
with, the acceptance of the Offer and, if applicable, any election under it and in order to
vest in Astra or its nominee(s) the Acceptance Shares;
5. the execution of the Form of Acceptance and its receipt by Neville Registrars constitutes, subject
to the Offer becoming or being declared wholly unconditional, a separate irrevocable authority
and request (subject to paragraph 6 of Section B above):
(a) to FDMor its agents, to procure the registration of the transfer of the FDMShares pursuant
to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in
respect thereof to Astra or as it may direct;
(b) to the Attorney (as defined in paragraph 4(a) of Section B above) to procure the despatch
by post of a cheque for any cash to which an accepting shareholder may become entitled
pursuant to his acceptance of the Offer, at the risk of such shareholder, to the first-named
holder set out in Box 3 at his registered address outside the United States, Canada,
Australia, Japan and any other jurisdiction where such action may constitute (or result in
18
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46
the Offer constituting) a breach of any legal or regulatory requirements or, if appropriate,
to the person or agent whose name and address outside the United States, Canada,
Australia, Japan and any other such jurisdiction is set out in Box 4; and
(c) to Astra or its agents, to record and act upon any instructions with regard to payments or
notices or dividend mandates which have been entered in the records of FDMin respect of
such shareholder’s holding(s) of FDM Shares except that if a FDM Shareholder has
existing Astra Shares, the mandates, instructions and instruments in force for the existing
Astra Shares will supersede the mandates, instructions and instruments for the FDM
Shares.
6. the execution of the Form of Acceptance and its receipt by Neville Registrars will constitute,
subject to the person accepting the Offer not having validly withdrawn his acceptance, the
irrevocable appointment of the Attorney (as defined in paragraph 4(a) of Section B above) as
such shareholder’s attorney and/or agent and with the authority to complete and/or execute any
further documents and give any further assurances which may be required in connection with any
of the foregoing;
7. after the Offer has become or been declared wholly unconditional (or if the Offer will become or
be declared wholly unconditional or lapse immediately upon the outcome of the resolution in
question) and in such other circumstances as Astra may request and the Panel may permit:
(a) Astra or its agents shall be entitled to direct the exercise of any votes and any or all other
rights and privileges attaching to any Acceptance Shares (including the right to requisition
the convening of a general meeting of FDM or of any class of its shareholders);
(b) the execution of the Form of Acceptance constitutes:
(i) an authority to FDM or its agents from the holder of Acceptance Shares to send any
notice, warrant, circular, document or other communication which may be required
to be sent to him/her as a member of FDM(including any share certificate(s) and/or
other document(s) of title issued as a result of conversion of such FDM Shares into
certificated form) in respect of the Acceptance Shares to Astra at its registered office
or at either of the addresses referred to in paragraph 3(a) of Section B above;
(ii) an irrevocable authority to Astra or its agents from such holder to sign any consent
to short notice of a general meeting or separate class meeting on his/her behalf and/or
to execute forms of proxy in respect of such Acceptance Shares appointing any
persons nominated by Astra to attend general meetings of FDM or its members or
any of them (and any adjournment) and to exercise the votes attaching to such
Acceptance Shares on his behalf, such votes to be cast, where relevant, so far as
possible to satisfy any outstanding condition of the Offer; and
(iii) the agreement of such shareholder not to exercise any of such rights without the
consent of Astra and the irrevocable undertaking of such shareholder not to appoint
a proxy or proxies or a corporate representative for or to attend general meetings or
separate class meetings of shareholders of FDM (or any adjournment);
8. he/she will deliver or procure delivery to Neville Registrars at either of the addresses referred to
in paragraph 3(a) of Section B above, of his/her share certificate(s) and/or other document(s) of
title in respect of Acceptance Shares which are in certificated form, or an indemnity acceptable
to Astra in lieu thereof, as soon as possible and in any event within four months of the Offer
becoming or being declared wholly unconditional;
9. the execution of the Form of Acceptance constitutes his or her irrevocable submission, in relation
to all matters arising out of the Offer and the Form of Acceptance, to the exclusive jurisdiction of
the courts of England or of such other court as Astra, Ernst & Young or Neville Registrars may
bring proceedings pursuant to paragraphs 5(t) or (u) of Section B above;
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10. the terms and conditions to the Offer in this document shall be deemed to be incorporated in, and
form part of, the Form of Acceptance, which shall be read and construed accordingly;
11. if he/she accepts the Offer, subject to the Offer becoming wholly unconditional, he/she shall
promptly, following request by or on behalf of Astra, do all such acts and things as shall, in the
opinion of Astra, Ernst & Young or Neville Registrars, be necessary or expedient to vest in Astra,
or its nominee(s) or such other person as Astra may decide, the Acceptance Shares or to enable
Neville Registrars to perform their functions as Escrow Agent for the purposes of the Offer; and
accordingly grants power(s) of attorney and authorities on the terms conferred by or referred to
in these paragraphs which are given by way of security for the performance of the obligations of
such shareholder and which are irrevocable (in respect of powers of attorney, in accordance with
section 4 Powers of Attorney Act 1971);
12. he/she agrees to ratify each and every act or thing which may be done or effected by Astra,
Ernst & Young or Neville Registrars or their respective directors or agents, as the case may be, in
the exercise of any of his/her or their respective powers and/or authorities hereunder and to
indemnify each such person from losses arising therefrom;
13. if any provisions of Section B or this Section C shall be unenforceable or invalid or shall not
operate to afford Astra, FDM, Ernst & Young or Neville Registrars or their respective directors or
agents the benefit of the authority expressed to be given therein, he/she will with all practicable
speed do all such acts and things and execute all such documents that may be required by them
to enable them or any of them to secure the full benefit of Section B and this Section C; and
14. he/she agrees that he/she does not expect Ernst & Young to have any duties or responsibilities
towards him/her comparable or similar to those imposed by The Financial Services Authority’s
rules requiring best execution and suitability and that in respect of the Offer he/she is not and will
not be a client of Ernst & Young.
References in this Section C to a FDM Shareholder shall include references to the person or persons
executing a Form of Acceptance and, in the event of more than one person executing a Form of
Acceptance, the provisions of this Section C shall apply to them jointly and to each of them. On
execution, the Form of Acceptance shall take effect as a deed.
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Section D: Electronic Acceptance
This Section D only applies to FDMShares held in uncertificated form. If you hold all your FDM
Shares in certificated form, you should ignore this Section D and instead read Section C above.
For the purposes of this Section D, the phrase “FDM Shares comprised in the acceptance” means, in
respect of any FDMShares held in uncertificated form, the number of FDMShares that are transferred
by the relevant FDM Shareholder to his/her escrow account by means of a TTE instruction.
Each FDM Shareholder by whom, or on whose behalf, an Electronic Acceptance is made, irrevocably
undertakes, represents, warrants and agrees to and with Astra, Ernst & Young and Neville Registrars (so
as to bind him, his executors, personal representatives, heirs, successors and assignees) that:
1. the Electronic Acceptance shall constitute, subject to the provisions of paragraph 6 of
Section B above:
(a) an acceptance of the Offer in respect of the FDM Shares comprised in the acceptance to
which a TTE instruction relates;
(b) an authority to Astra or its agents to execute any further documents and give any further
assurances which may be required in connection with any of the foregoing and an
undertaking to execute all or any further documents and/or give any such further assurances
as may be required to enable Astra to obtain the full benefit of this Section D and/or to
perfect any of the authorities expressed to be given under this Section D;
in each case on and subject to the terms and conditions set out in this document and that, subject
to the rights of withdrawal set out in paragraph 3 of Section B above, each such acceptance shall
be irrevocable;
2. such FDM Shareholder has the right to dispose of the FDM Shares comprised in the acceptance
and that the FDM Shares comprised in the acceptance are fully paid and with full title guarantee
free from all liens, charges, encumbrances and other third party rights and other interests and
together with all rights now and in the future attaching to them including the right to receive and
retain all dividends, interest and other distributions declared, made or paid in the future;
3. unless he/she sends a Restricted Escrow Transfer and a Restricted ESA Instruction (each as
defined in paragraph 6(f) of Section B above) which is accepted by a receiving agent accept
(AEAN) message pursuant to paragraph 6(f) of Section B above, such Shareholder:
(a) has not received or sent, in whole or in part, copies or originals of this document, the Form
of Acceptance or any related offer documents in, into or from the United States, Canada,
Australia, and Japan; has not otherwise utilised in connection with the Offer, directly or
indirectly, the mails or any means or instrumentality (including, without limitation,
facsimile, telex, telephone or email) of interstate or foreign commerce of, or any facilities
of a national securities exchange, of the United States, Canada, Australia, and Japan;
(b) was outside the United States, Canada, Australia, and Japan when the relevant TTE
instruction(s) was inputted and settled, is not an agent or fiduciary acting on a
non-discretionary basis for a principal, unless such principal has given all instructions with
respect to the Offer from outside the United States, Canada, Australia and Japan, no TTE
instruction(s) has been sent in, into or from the United States, Canada, Australia, and Japan
or signed in the United States, Canada, Australia, and Japan and such shareholder is
accepting the Offer from outside the United States, Canada, Australia, and Japan and is not
accepting the Offer for a US person, or a resident of Canada, Australia or Japan, for whom
such shareholder is acting on a non-discretionary basis; and
(c) if a citizen, resident or national of a jurisdiction outside the United Kingdom, he/she has
observed the laws of all relevant jurisdictions, obtained any requisite governmental or
other consents, complied with all requisite formalities and paid any issue, transfer or other
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taxes or duties due from him/her in each case in connection with such acceptance in any
such jurisdiction and that he/she has not taken or omitted to take any action which will or
may result in Astra, Ernst & Young or any other person acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Offer or his/her
acceptance of the Offer;
4. the Electronic Acceptance constitutes, subject to the Offer becoming or being declared wholly
unconditional and to an accepting FDM Shareholder not having validly withdrawn his
acceptance, the irrevocable separate appointment of the Attorney (as defined in paragraph 4(a)
of Section B above) as such shareholder’s attorney and/or agent, and an irrevocable instruction to
the Attorney to do all such acts and things as may in the opinion of such Attorney be necessary
or expedient for the purpose of, or in connection with, the acceptance of the Offer and, if
applicable, any election under it and in order to vest in Astra or its nominee(s) the Acceptance
Shares;
5. the Electronic Acceptance constitutes, subject to the Offer becoming or being declared wholly
unconditional, a separate irrevocable authority and request (subject to paragraph 6 of
Section B above):
(a) to the Attorney (as defined in paragraph 4(a) of Section B above) to procure (in respect
of those FDM Shares held in uncertificated form) the satisfaction of any cash entitlement
to which an accepting shareholder may become entitled by means of a CREST payment in
favour of the accepting shareholder provided that Astra may (if for any reason it wishes to
do so) settle all or any part of such entitlement for all or any accepting FDM Shareholder
by cheque in favour of the first-named holder despatched by post to an address outside the
United States, Canada, Australia or Japan stipulated by such holder or as otherwise
determined by Astra; and
(b) to Astra or its agents, to record and act upon any instructions with regard to payments or
notices or dividend mandates which have been entered in the records of FDMin respect of
such shareholder’s holding(s) of FDM Shares except that if a FDM Shareholder has
existing Astra Shares, the mandates, instructions and instruments in force for the existing
Astra Shares will supersede the mandates, instructions and instruments for the FDM
Shares.
6. the Electronic Acceptance will constitute, subject to the person accepting the Offer not having
validly withdrawn his acceptance, the irrevocable appointment of the Attorney (as defined in
paragraph 4(a) of Section B above) as such shareholder’s attorney and/or agent and with the
authority to complete and/or execute any further documents and give any further assurances
which may be required in connection with any of the foregoing;
7. after the Offer has become or been declared wholly unconditional (or if the Offer will become or
be declared wholly unconditional or lapse immediately upon the outcome of the resolution in
question) and in such other circumstances as Astra may request and the Panel may permit:
(a) Astra or its agents shall be entitled to direct the exercise of any votes and any or all other
rights and privileges attaching to any Acceptance Shares (including the right to requisition
the convening of a general meeting of FDM or of any class of its shareholders);
(b) the Electronic Acceptance constitutes:
(i) an authority to FDM or its agents from the holder of Acceptance Shares to send any
notice, warrant, circular, document or other communication which may be required
to be sent to him/her as a member of FDM(including any share certificate(s) and/or
other document(s) of title issued as a result of conversion of such FDM Shares into
certificated form) in respect of the Acceptance Shares to Astra at its registered office
or at either of the addresses referred to in paragraph 3(a) of Section B above;
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(ii) an irrevocable authority to Astra or its agents from such holder to sign any consent
to short notice of a general meeting or separate class meeting on his/her behalf and/or
to execute forms of proxy in respect of such Acceptance Shares appointing any
person nominated by Astra to attend general meetings and separate class meetings of
FDMor its members or any of them (and any adjournment) and to exercise the votes
attaching to such Acceptance Shares on his behalf, such votes to be cast, where
relevant, so far as possible to satisfy any outstanding condition of the Offer; and
(iii) the agreement of such shareholder not to exercise any of such rights without the
consent of Astra and the irrevocable undertaking of such shareholder not to appoint
a proxy or proxies or a corporate representative for or to attend general meetings or
separate class meetings of shareholders of FDM (or any adjournment);
8. the Electronic Acceptance constitutes the irrevocable appointment of Neville Registrars as such
shareholder’s attorney and/or agent and an irrevocable instruction and authority to the attorney
and/or agent:
(a) subject to the Offer becoming or being declared wholly unconditional and to such
shareholder not having validly withdrawn his acceptance, to transfer to Astra (or to such
other person or persons as Astra or its agents may direct) by means of CREST all or any
of the Relevant FDM Shares (as defined below) (but not exceeding the number of FDM
Shares comprised in the acceptance); and
(b) if the Offer does not become wholly unconditional, to give instructions to Euroclear,
immediately after the lapsing of the Offer (or within such longer period as the Panel may
permit, not exceeding 14 days of the lapsing of the Offer), to transfer all Relevant FDM
Shares to the original available balance of the accepting shareholders. For the purposes of
this paragraph 8 “Relevant FDM Shares” means FDM Shares in uncertificated form and
in respect of which a transfer or transfers to escrow has or have been effected pursuant to
the procedures described in paragraph 14 of Part II of this document and where the
transfer(s) to escrow was or were made in respect of FDM Shares held under the same
member account ID and participant ID as the member account ID and participant ID
relating to the Electronic Acceptance concerned;
9. if, for any reason, any FDM Shares in respect of which a TTE Instruction has been effected in
accordance with paragraph 14(b) of Part II of this document are converted to certificated form,
he/she will (without prejudice to paragraph 7(b)(i) above), immediately deliver or procure the
immediate delivery of the share certificates or other documents of title in respect of all such FDM
Shares as so converted to Neville Registrars at the address referred to in paragraph 3(a) of
Section B above or as Astra or its agents may direct and he shall be deemed upon conversion to
undertake, represent, warrant and agree in the terms set out in Section C above in relation to such
FDM Shares without prejudice to the application of this Section D so far as Astra
deems appropriate;
10. the creation of a CREST payment obligation in favour of his or her payment bank in accordance
with the CREST payment arrangements referred to in paragraph 5(a) above shall, to the extent
of the obligation so created, discharge in full any obligation of Astra and/or Ernst & Young to pay
to him/her the cash consideration to which he/she may be entitled pursuant to the Offer;
11. the making of an Electronic Acceptance constitutes his or her irrevocable submission, in relation
to all matters arising out of the Offer and the Electronic Acceptance, to the exclusive jurisdiction
of the courts of England or of such other court as Astra, Ernst & Young or Neville Registrars may
bring proceedings pursuant to paragraphs 5(t) or (u) of Section B above;
12. the terms and conditions to the Offer in this document shall be deemed to be incorporated in, and
form part of, the Electronic Acceptance, which shall be read and construed accordingly;
31.10
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13. if he/she accepts the Offer, subject to the Offer becoming wholly unconditional, he/she shall
promptly, following request by or on behalf of Astra, do all such acts and things as shall, in the
opinion of Astra, Ernst & Young or Neville Registrars, be necessary or expedient to vest in Astra,
or its nominee(s) or such other person as Astra may decide, the Acceptance Shares or to enable
Neville Registrars to perform their functions as Escrow Agent for the purposes of the Offer;
14. by virtue of the CREST Regulations, the making of an Electronic Acceptance constitutes an
irrevocable power of attorney by the relevant FDMShareholder in the terms of all the powers and
authorities expressed to be given by Section B, this Section D and (where applicable by virtue of
paragraph 9 above) Section C to Astra, Ernst & Young and Neville Registrars and any of their
respective directors or agents;
15. he/she agrees to ratify each and every act or thing which may be done or effected by Astra,
Ernst & Young or Neville Registrars or their respective directors or agents, as the case may be, in
the exercise of any of his/her or their respective powers and/or authorities hereunder and to
indemnify each such person from losses arising therefrom;
16. if any provisions of Section B or this Section D shall be unenforceable or invalid or shall not
operate to afford Astra, FDM, Ernst & Young or Neville Registrars or their respective directors or
agents the benefit of the authority expressed to be given therein, he/she will with all practicable
speed do all such acts and things and execute all such documents that may be required by them
to enable them or any of them to secure the full benefit of Section B and this Section D; and
17. he/she agrees that he/she does not expect Ernst & Young to have any duties or responsibilities
towards him/her comparable or similar to those imposed by The Financial Services Authority’s
rules requiring best execution and suitability and that in respect of the Offer he/she is not and will
not be a client of Ernst & Young.
References in this Section D to a FDM Shareholder shall include references to the person or persons
making an Electronic Acceptance.
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PART IV
INFORMATION RELATING TO INFLEXION, ASTRA TOPCO AND ASTRA
1. Directors of Astra Topco and Astra
The directors of each of Astra Topco and Astra are John Hartz and Richard Swann, both of 43 Welbeck
Street, London W1G 8DX.
2. Incorporation and registered office of Astra Topco and Astra
Astra Topco was incorporated in England on 17 November 2009 with registered number 7078823.
Astra was incorporated in England on 17 June 2009 with registered number 6936835.
Astra Topco owns the entire issued share capital of Astra. Inflexion 2006 Buyout Fund Limited
Partnership and Inflexion Co-Investment Limited Partnership own the entire issued share capital of
Astra Topco.
The registered office of both Astra Topco and Astra is 43 Welbeck Street, London W1G 8DX.
3. Share capital of Astra Topco and Astra
3.1 As at the Printing Date:
3.1.1 the authorised share capital of Astra was £1,000 divided 1,000 ordinary shares of £1 each,
of which two shares have been issued and which are held by Astra Topco; and
3.1.2 Astra Topco does not have an authorised share capital, and the issued share capital of
Astra Topco is two ordinary share of £1, one of which is held by Inflexion 2006 Buyout Fund
Limited Partnership and one of which is held by Inflexion Co-Investment Limited Partnership.
3.1.3 Following the Offer becoming or being declared unconditional in all respects, the issued
ordinary share capital of Astra Topco will be held as follows:
Astra % Astra Astra % Astra Astra % Astra
Topco A Topco A Topco B Topco B Topco C Topco C %
Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary
Shares Shares Shares Shares Shares Shares Shares
Inflexion 2006 Budget
Fund Limited Partnership 35,100,000 60.00 — — — — 35.10
Inflexion Co-Investment
Fund Limited Partnership 23,400,000 40.00 — — — — 23.40
Roderick Flavell — — 18,985,921 48.76 — — 18.99
David Templeman — — 2,448,533 6.28 — — 2.45
Andrew Brown — — 6,491,017 16.67 — — 6.49
Sheila Flavell — — 7,510,348 19.29 — — 7.51
Ivan Martin — — 3,503,238 9.00 — — 3.50
Heidi Taylor — — — — 501,520 19.58 0.50
Jon Taplin — — — — 501,522 19.58 0.50
Steve Buxton — — — — 437,496 17.09 0.44
Nik Thorneley — — — — 373,472 14.58 0.37
Ben Pattison — — — — 266,761 10.42 0.27
Alistair Rutherford — — — — 53,348 2.08 0.05
Catherine Check — — — — 106,703 4.17 0.11
Lee Ballancore — — — — 106,706 4.17 0.11
Henry Duddy — — — — 213,415 8.33 0.21
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In addition, the following Exit Shares of £0.0000001, each have been subscribed at par and
will be issued by Astra Topco following the Offer becoming or being declared wholly
unconditional in all respects:
Astra Topco % Astra Topco
Exit Shares Exit Shares
Roderick Flavell 4,497,529 53.58
David Templeman 580,027 6.91
Andrew Brown 1,537,642 18.32
Sheila Flavell 1,779,109 21.19
Details of the rights attaching to the Exit Shares are set out in paragraph 10.
3.1.4 Following the Offer becoming or being declared wholly unconditional in all respects, the
issued share capital of Astra will be two ordinary shares of £1 each, both of which will be
by Astra Topco.
4. Financial Information on Astra Topco and Astra
Neither Astra Topco or Astra has traded since incorporation or has paid any dividends or has entered
into any obligations other than in connection with the Offer and the financing of the Offer and those
incidental to Astra Topco, Astra and the Inflexion Funds.
5. Information on Inflexion
Inflexion is an independent private equity firm, investing in small-mid market growth businesses. It has
considerable experience in helping grow and professionalise businesses and the key investment
executives have more than 100 years of combined experience in private equity investments. In addition,
Inflexion has particular strength in and knowledge of the technology and staffing sectors.
Inflexion (which is regulated by the FSA) manages various private equity funds on a discretionary basis
(subject to certain prescribed restrictions). These include:
• the Inflexion 2006 Buyout Fund Limited Partnership (the “2006 Buyout Fund”); and
• the Inflexion Co-Investment Limited Partnership (the “Co-Investment Fund” together with the
2006 Buyout Fund, the “Inflexion Funds”).
The aggregate commitments of the investors in the Inflexion Funds as at the Printing Date are
approximately £242.5 million of which approximately 47.5 per cent. has been drawn.
The 2006 Buyout Fund is an English limited partnership. The 2006 Buyout Fund is managed by
Inflexion, and as at the date of this document has aggregate commitments of £165 million of which
approximately 56.8 per cent. has been drawn.
The Co-Investment Fund is an English limited partnership. The Co-Investment Fund is managed by
Inflexion, and as at the date of this document has aggregate commitments of £77.5 million of which
approximately 27.8 per cent. has been drawn.
Inflexion has appointed two individuals as non-executive directors of Astra Topco and Astra, being
John Hartz and Richard Swann.
6. The Management Team
The Management Team comprise Ivan Martin, Roderick Neil Flavell, Sheila May Flavell,
David Templeman and Andrew Brown (each directors of FDM) and Heidi Taylor, Jon Taplin,
Steve Buxton, Nik Thorneley, Ben Pattison, Alistair Rutherford, Catherine Cheek, Lee Ballancore and
Henry Duddy.
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7. Details of Financing
Astra will initially be financed using a combination of equity and debt. A minimum of £9.85 million will
be provided by the Inflexion Funds via £0.58 million of equity subscription and a minimum £9.27 million
of loan note subscriptions. In addition, the Management Team will provide in aggregate approximately
£3.42 million via approximately £0.47 million of equity subscription and approximately £2.95 million of
loan note subscription. It should be noted that the Management Team will not receive a return on their
investment in Astra and Astra Topco unless, in aggregate, priority funding of approximately £23.7 million
provided by the Inflexion Funds or other third party finance providers, together with all accrued interest
is repaid in full. To the extent that third party finance providers do not commit funds equal to £23.7
million, the priority funding will be made up by the Inflexion Funds subscribing for priority loan notes.
Funds of £13.0 million will be provided by HSBC under a senior debt facility and up to £35.7 million
will be provided by Investec Bank plc under a short term bridge facility.
Roderick Flavell, Andrew Brown, Sheila Flavell and Ivan Martin will not accept the Offer in respect of
1,494,115 of their FDMShares. In addition, Andrew Brown and Sheila Flavell will not accept the Offer
in respect of 67,250 FDM Shares which they will acquire on the exercise of options granted to them
pursuant to the EMI Scheme. Instead Roderick Flavell, Andrew Brown, Sheila Flavell and Ivan Martin
have agreed under a Share Exchange Agreement summarised at paragraph 9, conditional upon the Offer
becoming, or otherwise being declared, unconditional, to sell 1,494,115 of their FDM Shares to Astra
in consideration for the issue of approximately £2.11 million nominal value of loan notes in Astra.
Sheila Flavell and Andrew Brown have agreed conditional on the Offer becoming, or otherwise being
declared, unconditional to sell the 67,250 FDM Shares which they will acquire on the exercise of
options granted to them pursuant to the EMI Scheme to Astra in consideration for the issue of
approximately £0.06 million nominal value loan notes in Astra and £0.03 million cash. Approximately
£0.30 million of the loan notes acquired by Roderick Flavell, Andrew Brown, Sheila Flavell and Ivan
Martin will be exchanged for B Ordinary Shares in Astra Topco.
In addition, the Senior Employees will not accept the Offer in respect of 71,831 of their FDMShares and
in respect of 122,500 FDM Shares which they will acquire on the exercise of options granted to them
pursuant to the EMI Scheme. Instead they have agreed under a Share Exchange Agreement summarised
at paragraph 9 below, conditional upon the Offer becoming, or otherwise being declared, unconditional,
to sell 71,831 of their existing FDM Shares and 122,500 of the FDM Shares which they acquire on the
exercise of the options granted to them pursuant to the EMI Scheme to Astra in consideration for the issue
of approximately £0.19 million nominal value of loan notes in Astra and £0.08 million in cash.
Approximately £0.02 million of these loan notes will be exchanged for C Ordinary Shares in Astra Topco.
Under the Investment Agreement summarised at paragraph 9 below, each of David Templeman, Andrew
Brown, Sheila Flavell and Ivan Martin have agreed to invest, in aggregate, approximately £1.01 million in
aggregate in cash for 12,359,160 Astra Topco B Ordinary Shares and approximately £0.87 million Astra
loan notes.
Under the subscription letters agreement summarised at paragraph 9 below, Heidi Taylor, Steve Buxton,
Nik Thorneley, Alastair Rutherford, Lee Ballancore and Henry Duddy have agreed to invest, in
aggregate, approximately £0.05 million in cash for 528,745 Astra Topco C Ordinary Shares and
approximately £0.04 million of Astra loan notes.
The agreements with HSBC Bank plc and Investec Bank plc are summarised at paragraph 9 below.
8. Service Agreements
Following completion of the Offer, the Executive Management Team will enter into amended service
contracts with Astra. Under these new service agreements the Executive Management Team, if they
meet certain performance criteria, will be entitled to a bonus which may be up to 50 per cent. more than
their existing bonus arrangements. All of the Executive Management Team other than Roderick Flavell
will received an upward salary adjustment (which will be, for Sheila Flavell and Andrew Brown, to
£152,500 per annum from £140,000 per annum and for David Templeman, to £140,000 per annum from
£125,000 per annum). The service agreements of each of the Executive Management Team will be able
to be terminated by either party giving 12 months’ notice in writing and there is provision for Astra to
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pay in lieu of this notice. The benefits packages will standardised so that all the Executive Management
Team will receive a car allowance and will be entitled to private medical and dental insurance for
themselves and their partner and children.
Ivan Martin’s director’s fee will be increased to £70,000 per annum and his appointment will be able to
be terminated by either party giving 12 months’ notice in writing.
9. Material Contracts of Astra
9.1 An investment agreement dated 26 November 2009 between (1) Astra Topco, (2) Astra, (3) the
Management Team, (4) the Inflexion Funds and (5) Inflexion Private Equity Partners LLP (the
“Investment Agreement”), pursuant to which (conditional only upon the Offer becoming, or
otherwise being declared, wholly unconditional):
9.1.1 the Inflexion Funds have agreed to apply for the allotment of 58,500,000 A Ordinary
Shares of Astra Topco for a total price of £585,000 and up to £32,949,716.47 of nominal
value of secured loan notes of Astra (with a minimum subscription of £9,268,686.47
nominal value of secured loan notes of Astra);
9.1.2 Andrew Brown has agreed to apply for the allotment of 3,297,854 B Ordinary Shares of
Astra Topco for £37,876.73 and £231,497.16 nominal value of unsecured loan notes of Astra;
9.1.3 Sheila Flavell has agreed to apply for the allotment of 3,368,467 B Ordinary Shares of Astra
Topco for £38,687.74 and £236,453.95 nominal value of unsecured loan notes of Astra;
9.1.4 David Templeman has agreed to apply for the allotment of 2,448,533 B Ordinary Shares of
Astra Topco for £28,122.05 and £171,877.95 nominal value of unsecured loan notes of
Astra;
9.1.5 Ivan Martin has agreed to apply for the allotment of 3,244,306 B Ordinary Shares of Astra
Topco for £32,443.06 and £232,556.94 nominal value of unsecured loan notes of Astra;
The Investment Agreement also contains provisions which, amongst other things, regulate the
relationship between the major shareholders of Astra Topco and provides for matters relating to
the ongoing business of the Astra Group.
9.2 Subscription letters dated 26 November 2009 from certain of the Senior Employees to Astra
Topco and Astra, pursuant to which (conditional only upon the Offer becoming, or otherwise
being declared, wholly unconditional):
9.2.1 Heidi Taylor has agreed to apply for the allotment of 50,872 C Ordinary Shares of Astra Topco
for a total price of £508.72 and £4,258.78 nominal value of unsecured loan notes of Astra;
9.2.2 Steve Buxton has agreed to apply for the allotment of 106,253 C Ordinary Shares of
Astra Topco for a total price of £1,062.53 and £8,894.97 nominal value of unsecured loan
notes of Astra;
9.2.3 Nik Thorneley has agreed to apply for the allotment of 253,107 C Ordinary Shares of
Astra Topco for a total price of £2,531.07 and £21,188.93 nominal value of unsecured loan
notes of Astra;
9.2.4 Alistair Rutherford has agreed to apply for the allotment of 1,633 C Ordinary Shares of
Astra Topco for a total price of £16.33 and £136.67 nominal value of unsecured loan notes
of Astra;
9.2.5 Lee Ballancore has agreed to apply for the allotment of 80,536 C Ordinary Shares of
Astra Topco for a total price of £805.36 and £6,742.14 nominal value of unsecured loan
notes of Astra;
9.2.6 Henry Duddy has agreed to apply for the allotment of 36,344 C Ordinary Shares of
Astra Topco for a total price of £363.44 and £3,042.56 nominal value of unsecured loan
notes of Astra;
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9.3 A £13,000,000 term facility agreement dated 26 November 2009 and made between Astra Topco,
Astra and HSBC Bank Plc (“HSBC”) (the “HSBC Facilities Agreement”). Advances under the
HSBC Facilities Agreement bear interest at the rate per annum equal to the aggregate of LIBOR
plus, where appropriate, any applicable mandatory costs (which are the adjustments required if
the Bank of England mandates a change to the reserve requirements for lending banks) plus the
applicable margin being initially 3.75 per cent. per annum but reducing to 3 per cent. based upon
the ratio of total net debt to EBITDA. The facilities are guaranteed by Astra Topco and Astra
which guarantees are backed by security. In due course the facilities will be guaranteed by
members of the FDM Group and secured on their assets.
The HSBC Facilities Agreement contains financial covenants relating to cashflow, leverage and
capital expenditure.
The HSBC Facilities Agreement also contains certain other covenants, which, amongst other things,
cover restrictions on (i) the creation of security (with permitted exceptions); (ii) the disposal of assets
(with permitted exceptions); (iii) the incurring of any financial indebtedness (with permitted
exceptions); (iv) change of business; (v) mergers; (vi) acquisitions (with permitted exceptions); and
(vii) the granting of new loans and guarantees (with permitted exceptions).
The HSBC Facilities Agreement also contains the usual restrictions in relation to the Offer.
Further the HSBC Facilities Agreement contains customary Events of Default upon the
occurrence of which HSBC have the right to (a) cancel the facilities; (b) declare the loans are
immediately due and payable; and (c) declare the loans are repayable on demand.
However, HSBC have agreed that, subject to the usual limits and exceptions, they will not be able
to call an Event of Default or take any action in relation to an Event of Default during the certain
funds periods.
9.4 A £35,700,000 term facility agreement dated 26 November 2009 between Astra Topco, Astra,
Inflexion 2006 Buyout Fund LP, Inflexion Co-investment LP, Inflexion 2006 General Partner
Limited, Inflexion Co-Investment Limited, Inflexion Private Equity Partners LLP and Investec
Bank Plc (“Investec”) (the “Investec Facilities Agreement”). Advances under the Investec
Facilities Agreement bear interest at the rate per annum equal to the aggregate of LIBOR plus,
where appropriate, any applicable mandatory costs (which are the adjustments required if the
Bank of England mandates a change to the reserve requirements for lending banks) plus the
applicable margin being 5 per cent. The facilities are guaranteed by Astra Topco and Astra, which
guarantees are backed by security, as well as by the Funds. The Investec Facilities Agreement
contains financial covenants relating to the Funds.
The Investec Facilities Agreement also contains certain other covenants, which, amongst other things,
cover restrictions on (i) the creation of security (with permitted exceptions); (ii) the disposal of assets
(with permitted exceptions); (iii) the incurring of any financial indebtedness (with permitted
exceptions); (iv) change of business; (v) mergers; (vi) acquisitions (with permitted exceptions); and
(vii) the granting of new loans and guarantees (with permitted exceptions).
The Investec Facilities Agreement also contains the usual restrictions in relation to the Offer.
Further the Investec Facilities Agreement contains customary Events of Default upon the
occurrence of which Inflexion have the right to (a) cancel the facilities; (b) declare the loans are
immediately due and payable; and (c) declare the loans are repayable on demand.
However, Investec have agreed that subject to the usual limits and exceptions they will not be able
to call an Event of Default or take any action in relation to an Event of Default during the certain
funds periods.
9.5 An intercreditor deed dated 26 November 2009 entered into by the parties to the HSBC Facility
Agreement, the parties to the Investec Facility Agreement, the Funds and the Management Team
regulating the priorities as between each of the secured parties.
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The intercreditor deed ranks the security held by the various secured parties so that HSBC rank
first, Investec rank second and the investors and the management rank third on a pari passu basis.
The intercreditor deed also contains various restrictions and provisions reflected in the fact that
HSBC is the primary secured creditor and dealing with certain related matters.
9.6 A debenture dated 26 November 2009 granted by Astra Topco and Astra to HSBC securing all
liabilities under the HSBC Facility Agreement.
9.7 A debenture dated 26 November 2009 granted by Astra Topco and Astra to HSBC securing all
liabilities under the Investec Facilities Agreement.
9.8 A share exchange agreement dated 26 November 2009 between (1) Astra and (2) the Management
Team (other than David Templeman) pursuant to which they will transfer 1,494,115 FDMShares,
and undertake to transfer 67,250 FDM Shares to be issued under the EMI Scheme following their
exercise, to Astra, conditional upon the Offer becoming, or otherwise being declared, wholly
unconditional, in exchange for the issue of approximately £2.1 million of Astra loan notes and
£30,437 cash;
9.9 A share exchange agreement dated 26 November 2009 between (1) Astra and (2) the Senior
Employees pursuant to which they will transfer 71,831 FDM Shares, and undertake to transfer
122,500 FDM Shares to be issued under the EMI Scheme following their exercise to Astra,
conditional upon the Offer becoming, or otherwise being declared, wholly unconditional, in
exchange for the issue of approximately £190,000 Astra loan notes and £83,559.15 cash.
10. Articles of Association of Astra
The rights accorded to the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and Exit Shares
in the articles of association of Astra Topco, which will be adopted following the Offer becoming or
otherwise being declared wholly unconditional in all respects, are as follows:
“Share Ranking” the A Ordinary Shares, B Ordinary Shares and C Ordinary
Shares shall, save as otherwise provided, rank pari passu but
constitute separate classes of share. They carry the same
dividend rights and rights on a return on capital. In certain
specified circumstances the B Ordinary Shares and
C Ordinary Shares shall lose their voting rights, but otherwise
the A Ordinary Shares, B Ordinary Shares and C Ordinary
Shares carry equal voting rights. The rights attaching to the
Exit Shares are described below.
“Transfer Restrictions” no ordinary shares may be transferred other than:
(a) to family members or trustees of a family trust (provided
that if a family member who holds ordinary shares ceases
to be a family member, or a family trust whose trustees
hold ordinary shares ceases to be a family trust, that
person shall be deemed to have transferred the ordinary
shares back to the person in respect of whom he or she is
a family member (in the case of a family member) or the
original settlor (in the case of a family trust); or
(b) in accordance with the Pre-Emptive Provisions described
below; or
(c) in accordance with the Drag Along/Tag Along Rights
described below; or
(d) intra group transfers, to allow corporate entities (including
the Inflexion Funds) to transfer ordinary shares within their
group or otherwise within their fund group, including to
co-investment schemes and participants of such schemes.
58
(e) transfers by the Inflexion Funds to other institutional
investors, subject to certain criteria being met.
“Drag Along/Tag Along Rights” In the event of a transfer of ordinary shares (other than as
described above), the transferor of such shares must procure
that such transferee makes an offer to buy such number of
shares of the other shareholders as represents their pro rata
amount of the shares being transferred. If the Original
Investors transfer all of their Shares, they have the right to
require that all other shareholders transfer all of their Shares to
that person.
“Pre-Emptive Provisions” If a holder of A Ordinary Shares wishes to transfer any A
Ordinary Shares other than pursuant to one of its permitted
transferees as described in “Transfer Restrictions” above, that
shareholder will be required to offer such A Ordinary Shares
pro rata, first to the other holders of A Ordinary Shares and
then, to the extent not taken up, to the holders of B Ordinary
Shares and C Ordinary Shares pro rata as if they constituted a
single class.
If a holder of B Ordinary Shares or C Ordinary Shares wishes
to transfer any B Ordinary Shares or C Ordinary Shares other
than to one of its permitted transferees as described at
“Transfer Restrictions” above, that shareholder will be
required to offer its shares pro rata, first to a warehouse
arrangement or employee benefit trust to be held for allocation
to current or future directors, officers or employees and then,
to the extent not taken up, to the remaining holders of A
Ordinary Shares, B Ordinary Shares and C Ordinary Shares
pro rata as if they constituted a single class.
If all shares are not taken up under the offers described above,
then the selling shareholder will be entitled to sell such
ordinary shares within a period of 3 months to any person on
terms no more favourable (including as to price) than those
offered to the existing shareholders.
“New Share Issues” Pre-emption rights apply for any proposed issue of new shares,
and the shareholders will have at least 10 Business Days to
participate pro rata in any issue of new shares. These
pre-emption rights shall not operate if at any time the B Ordinary
Shares and/or C Ordinary Shares have been disenfranchised of
their voting rights (see “Share Ranking” above).
“Debt Refinancing” In the event that funds cannot be drawn under the HSBC facility
agreement (described at paragraph 9 above) and as a result either
additional funds are drawn under the Investec facility agreement
(also described at paragraph 9 above) or the Inflexion Funds
subscribe for in excess of £9,268,686.47 nominal value loan
notes in Astra, then if such Investec or Inflexion funding is not
refinanced by way of third party debt within 25 weeks of the
adoption of the articles of association of Astra Topco, certain B
Ordinary Shares and C Ordinary Shares will be reclassified as
“deferred shares” such that the A Ordinary Shares will represent
between 58.5 per cent. and 63.5 per cent. of the Ordinary Shares,
the BOrdinary Shares will represent between 33.94 per cent. and
38.94 per cent. of the Ordinary Shares and the C Ordinary Shares
59
will represent 2.56 per cent. of the Ordinary Shares. In the event
of a debt refinancing between £10m and £13m, the B Ordinary
Shares will reduce to between 33.94 per cent. and 38.94 per cent.
and pro rata on a sliding scale and the A Ordinary Shares will
increase to between 58.5 per cent. and 63.5 per cent. pro rata on
a sliding scale, and the C Ordinary Shares will be adjusted such
that they always constitute 2.56 per cent. of the Ordinary Shares.
“Exit Shares” The Exit Shares will be held by Roderick Flavell, David
Templeman, Andrew Brown and Sheila Flavell. The Exit
Shares carry no rights, save that in the event that the Inflexion
Funds receive a return on a sale, listing or winding up
(together with any previously received dividends and other
distributions) an amount equal to three times money invested
by way of shares and loan notes, the holders of the Exit Shares
shall be entitled to receive an additional 5 per cent. of the
proceeds above this amount. This return will be distributed
amongst the holders of the Exit Shares pro rata to their
holdings of such shares.
11. Material Changes
Save as disclosed in this document, there has been no material change in the financial or trading
position of Astra Topco or Astra since the date of its incorporation.
60
PART V
FINANCIAL INFORMATION ON FDM
The financial statements of the FDM Group included in its Annual Report and Accounts for the
financial years ended 31 December 2006, 2007 and 2008, together with the audit reports on them, and
the Interim Accounts of FDM for the 6 months ended 30 June 2009, including the information set out
below, are incorporated by reference into this document and are available in “read only” format for
viewing or downloading, free of charge, on the company website at www.fdmgroup.com. The audit
reports for each of the financial years ended 31 December 2006, 2007 and 2008 were unqualified. The
financial statements for each of the financial years ended 31 December 2007 and 2008 were prepared
in accordance with IFRS and the financial statements for the financial year ended 31 December 2006
were prepared in accordance with UK GAAP.
Incorporation of information by reference
1. Turnover, net profit or loss before and after tax deduction, the charge for tax, extraordinary items,
minority interests, the amount of earnings attributable to share holders and earnings per share for
the three financial years 2006, 2007 and 2008:
• FDM Group Plc Annual Report and Accounts 2008; page 20
• FDM Group Plc Annual Report and Accounts 2007; page 20
• FDM Group Plc Annual Report and Accounts 2006; page 20
2. The amount absorbed by dividends and dividends per share:
• FDM Group Plc Annual Report and Accounts 2008; under paragraph 19 (page 39)
• FDM Group Plc Annual Report and Accounts 2007; under paragraph 19 (page 39)
• FDM Group Plc Annual Report and Accounts 2006; under paragraph 10 (page 30)
3. Details related to items referred to in paragraph 1 above (where disclosed) in respect of the
Interim Accounts of FDM Group Plc for the 6 months ended 30 June 2009:
• FDM Group Plc Interim Accounts dated 30 June 2009; page 9
4. A statement of the assets and liabilities shown in the audited accounts for the year ended
31 December 2008:
• FDM Group Plc Annual Report and Accounts 2008; page 21
5. A cash flow statement as provided for in the audited accounts for the year ended 31 December 2008:
• FDM Group Plc Annual Report and Accounts 2008; page 22
6. Significant accounting policies together with any points from the notes to the FDM Group
accounts which are of major relevance to an appreciation of the figures:
• FDM Group Plc Annual Report and Accounts 2008; page 26 to 41
• FDM Group Plc Annual Report and Accounts 2007; page 26 to 45
• FDM Group Plc Annual Report and Accounts 2006; page 26 to 38
The information referred to in paragraphs 1, 2, 3, 4 and 5 above has not been published in an inflation
adjusted form.
FDM will send within two business days, without charge, to each person to whom a copy of this
document has been sent, on their request, a copy of any documents incorporated by reference in this
document. Requests should be addressed to Neville Registrars at Neville House, 18 Laurel Lane,
24.2(e)
61
Halesowen, West Midlands B63 3DA or made by telephoning the shareholder helpline between 9.00 a.m.
and 5.00 p.m. (London time) Monday to Friday (except UK public holidays) on 0121 585 1131 from
within the UK or on +44 121 585 1131 if calling from outside the UK. Calls to the helpline from outside
the UK will be charged at applicable international rates. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
62
PART VI
ADDITIONAL INFORMATION
1. Responsibility
(a) The Astra Directors (both of whose names are set out at paragraph 1(e)) accept responsibility for
the information contained in this document other than information for which the Investment
Committee of Inflexion alone accepts responsibility, as set out below and the information for
which the FDMDirectors and the Independent Director accept responsibility as set out below. To
the best of the knowledge and belief of the Astra Directors, (who have taken all reasonable care
to ensure that this is the case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import
of such information.
(b) The Investment Committee of Inflexion (all of whose names are set out at paragraph 1(f)) accepts
responsibility for the information contained in this document relating to Inflexion and the
Inflexion Funds. To the best of the knowledge and belief of the Investment Committee of
Inflexion (who have taken all reasonable care to ensure that such is the case), such information
for which they are responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.
(c) The FDM Directors (all of whose names are set out at paragraph 1(g)) accept responsibility for the
information relating to FDM, the FDMGroup, and themselves and their immediate families, related
trusts and connected persons other than the recommendation of the Offer by the Independent
Director. To the best of the knowledge and belief of the FDM Directors (who have taken all
reasonable care to ensure that such is the case), such information for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import of such information.
(d) The Independent Director accepts responsibility for his recommendation of the Offer contained
in this document and the background to and reasons for his recommendation. To the best of the
knowledge and belief of the Independent Director (who had taken all reasonable care to ensure
that such is the case), such information for which he is responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
(e) The directors of Astra, a company incorporated in England and Wales and whose registered office
is at 43 Welbeck Street, London W19 8DX, are:
John Hartz (Director)
Richard Swann (Director)
(f) The members of the Investment Committee of Inflexion are:
John Hartz
Charles Thompson
Tim Smallbone
Simon Turner
(g) The FDM Directors are:
Roderick Neil Flavell (Chief Executive Officer)
Sheila May Flavell (Chief Operations Officer)
Ivan Martin (Non-Executive Chairman)
Karl Monaghan (Non-Executive Director)
David Templeman (Chief Financial Officer)
Andrew Brown (Global Sales Director)
24.2(e)
19.2(a)
Note 6
63
2. Disclosure of interests, short positions and dealings in relevant securities
(a) Interests in FDM securities
(i) As at the last day of the disclosure period, the interests and short positions in FDM
securities of FDM Directors, their immediate families, related trusts and (so far as FDM
Directors are aware having made due and careful enquiry) any other person whose interests
in FDM securities a director is taken to be interested in pursuant to Part 22 of the
Companies Act 2006, all of which are beneficial unless otherwise stated were as follows
(and as set out in sub-paragraph (a)(ii) below):
Name Number of FDM Shares
Andrew Brown 142,333
Roderick Neil Flavell 1,880,000
Sheila May Flavell 236,924
Ivan Martin 15,000
Karl Monaghan 15,000
Notes:
(a) Roderick Flavell is also interested in: (i) the 236,924 FDM Shares held by his wife Sheila Flavell and (ii) an
additional 13,333 FDM Shares held by his dependants.
(b) Sheila Flavell is also interested in the 1,880,000 FDM Shares held by her husband, Roderick Flavell.
(c) Andrew Brown is also interested in the 73,129 FDM Shares held by his wife, Kate Brown.
(ii) As at the last day of the disclosure period, the interests (all of which are beneficial unless
otherwise stated) in options over FDMShares of FDMDirectors, their immediate families,
related trusts and (so far as FDMDirectors are aware having made due and careful enquiry)
any other person whose interests in FDM Shares a director is taken to be interested in
pursuant to Part 22 of the Companies Act 2006 were as follows:
Period Number of
Exercise during FDM
price which Shares
per FDM option over which
Date of Share normally options
Name Scheme Grant (pence) exercisable exercisable
Andrew Brown Approved Scheme May 2000 55p May 2003 to 6,000
May 2010
Andrew Brown Approved Scheme December 2000 55p December 2003 17,000
to December
2010
Andrew Brown EMI Scheme 7 April 2005 1p 7 April 2008 to 30,000
6 April 2015
Andrew Brown EMI Scheme 7 April 2005 78p 7 April 2008 to 10,500
6 April 2015
Andrew Brown EMI Scheme 8 September 2005 1p 8 September 2008 20,000
to 7 September
2015
Sheila Flavell EMI Scheme 7 April 2005 78p 7 April 2008 to 6,750
6 April 2015
Notes:
(a) Andrew Brown is also interested in 8,250 FDM Shares which are the subject of an option granted to his wife,
Kate Brown, pursuant to the EMI Scheme on 7 April 2005 and 4,500 FDMShares which are the subject of an
option granted to his wife, Kate Brown, pursuant to the EMI Scheme on 8 September 2005.
(iii) As at the last day of the disclosure period, the interests and short positions in FDM
securities of an associated company of FDM or by a pension fund of FDM or of any of its
associated companies or by an employee benefit trust of FDM or of any of its associated
companies, were as follows:
Name Details of FDM Securities
FDM Group Trustees Limited (in its 20,075
capacity as trustee of the EBT)
24.3(a)(i)
24.3(a)
(ii)(b)
25.3(a)(ii)
(c)
25.3(a)(ii)
(d)
Note 1
on Rule
24.3
25.3(a)(ii)
(b)
25.3(a)(ii)-
(a)
25.3(a)
(ii)-(a)
64
(iv) Dealings in FDM securities between the start of the Offer Period and the Printing Date by
FDM Group Trustees Limited in its capacity as trustee of the Employee Benefit Trust were
as follows:
Nature of Number of Price per
Date Transaction FDM securities FDM Share
4 June 2009 Disposal 2,500 86.5 pence
4 June 2009 Disposal 3,500 78 pence
24 June 2009 Purchase 15,000 120 pence
24 June 2009 Purchase 30,300 122 pence
25 June 2009 Disposal 6,750 78 pence
25 June 2009 Disposal 2,500 86.5 pence
25 June 2009 Disposal 900 78 pence
25 June 2009 Disposal 4,000 86.5 pence
1 July 2009 Disposal 3,250 78 pence
14 July 2009 Disposal 4,500 86.5 pence
14 July 2009 Disposal 4,000 78 pence
22 July 2009 Disposal 4,000 78 pence
2 September 2009 Purchase 20,000 130 pence
13 November 2009 Disposal 4,500 86.5 pence
(b) General
(i) As of the last day of the disclosure period, save as disclosed in this paragraph 2, neither
Astra nor any of its subsidiaries nor any Astra Directors, their immediate families, related
trusts or (so far as the Astra Directors are aware having made due and careful enquiry) any
other person whose interests in relevant securities a director is taken to be interested in
pursuant to Part 22 of the Companies Act 2006 nor any persons acting in concert with
Astra, was interested, directly orr indirectly, in relevant securities nor had any right to
subscribe for, or any short position in relation to, or borrowed or lent, relevant securities,
nor has any such person dealt in any relevant securities during the disclosure period.
(ii) As of the last day of the disclosure period, save as disclosed in this paragraph 2, neither
FDM, nor any FDM Directors, their immediate families, related trusts or (so far as the
FDM Directors are aware having made due and careful enquiry) any other person whose
interests in relevant securities a director is taken to be interested in pursuant to Part 22 of
the Companies Act 2006, was interested, directly or indirectly, in relevant securities nor had
any right to subscribe for, or any short position in relation to, or borrowed or lent, relevant
securities, nor has any such person dealt in any relevant securities between the start of the
Offer Period and the Printing Date.
(iii) As of the last day of the disclosure period, save as disclosed in this paragraph 2, no
associated company of FDM, no pension fund of FDM or of any of its associated
companies, no employment benefit trust of FDMor of any of its associated companies and
no connected adviser to FDMor to any of its associated companies or to a person acting in
concert with FDM and no persons controlling, controlled by or under the same control as
any such adviser (except for an exempt principal trader or an exempt fund manager) was
interested in relevant securities, nor had any right to subscribe for, or had any short position
in relation to, or borrowed or lent, relevant securities, nor has any such person dealt in any
relevant securities between the start of the Offer Period and the Printing Date.
(iv) Save for the undertakings and letter of intent referred to in paragraph 5 below, no
arrangement exists between any person and (A) Astra or any associate of Astra or any
person acting in concert with Astra, or (B) FDM or any associate of FDM, in relation to
relevant securities.
(v) There have been no purchases or redemptions of FDM securities during the disclosure
period by FDM.
24.12
25.5
25.3(b)
25.3(b)
25.3(c)
25.3(b)
25.3(b)
25.3(c)
24.3(b)
24.3(b)
24.3(c)
25.3(a)(ii)
(e) and (f)
25.3(c)
65
(c) Definitions
For the purposes of this paragraph 2:
(i) “arrangement” includes any indemnity or option arrangement and any agreement or
understanding, formal or informal, of whatever nature which may be an inducement to deal
or refrain from dealing.
(ii) “associate” means:
(A) any parent, subsidiary, fellow subsidiary and associated company of Astra or (as the
case may be) FDM and any company of which any such parent, subsidiary, fellow
subsidiary or associated company is an associated company (“relevant companies”);
(B) connected advisers and persons controlling, controlled by or under the same control
as such connected advisers;
(C) the Astra Directors or the FDM Directors or the directors of any relevant company
(together in each case with any member of their immediate families or related
trusts); and
(D) the pension funds of Astra or FDM or of any relevant company;
(E) an investment company, unit trust or other person whose investments an associate
manages on a discretionary basis, in respect of the relevant investment accounts;
(F) an employee benefit trust of Astra or FDM or any relevant company;
(G) a company having a material trading arrangement with Astra or FDM as the case
may be.
(iii) “connected adviser” means a corporate broker to Astra or FDM (unless unable to act in
connection with the Offer because of conflict of interest) or to an adviser, in relation to the
Offer, to Astra, FDMor an associated company of Astra or FDMor, in relation to a person
acting in concert with Astra or with the directors of FDM, to an adviser in relation to the
matter which is the reason for that person being a member of the relevant concert party;
(iv) ownership or control of 20 per cent. or more of the equity share capital of a company is
regarded as the test of associated company status and “control” means a holding, or
aggregate holdings, of shares carrying 30 per cent. or more of the voting rights attributable
to the share capital of a company which are currently exercisable at a general meeting,
irrespective of whether the holding or holdings gives de facto control;
(v) “disclosure period” means the period which began on 3 June 2008 (the date 12 months
prior to the commencement of the Offer Period) and ended on the Printing Date; and
(vi) “securities” means shares and securities convertible into, or rights to subscribe for, shares,
options (including traded options) in respect thereof and derivatives referenced thereto and
“FDM securities” and “Astra securities” shall be construed accordingly.
(vii) “relevant securities” means FDM securities and/or Astra securities except in
sub-paragraph (b)(i) and (iii) above when it means FDM securities.
(viii) “dealing” means:
(a) the acquisition or disposal of securities;
(b) the taking, granting, acquisition, disposal, entering into, closing out, termination,
exercise (by either Astra or FDM) or variation of an option (including a traded option
contract) in respect of any securities;
(c) subscribing or agreeing to subscribe for securities;
Defs
Defs
66
(d) the exercise or conversion, whether in respect of new or existing securities, or any
securities carrying conversion or subscription rights;
(e) the acquisition of, disposal of, entering into, closing out, exercise (by either Astra or
FDM) of any rights under, or variation of, a derivative referenced, directly or
indirectly, to securities;
(f) entering into, terminating or varying the terms of any agreement to purchase or sell
securities; and
(g) any other action resulting, or which may result, in an increase or decrease in the
number of securities in which a person is interested or in respect of which he has a
short position.
(ix) a person has an “interest” in securities if he has a long economic exposure, whether
absolute or conditional, to changes in the price of securities (but not if he only has a short
position in such securities) and in particular if:
(a) he owns them;
(b) he has the right (whether conditional or absolute) to exercise or direct the exercise of
the voting rights attaching to them or has general control of them;
(c) by virtue of any agreement to purchase, option or derivative he:
(1) has the right or option to acquire them or call for their delivery or
(2) is under an obligation to take delivery of them;
whether the right, option or obligation is conditional or absolute and whether it is in the
money or otherwise or
(d) he is party to any derivative:
(1) whose value is determined by reference to the price and
(2) which results, or may result, in his having a long position in them.
3. Market quotations
The following table sets out the Closing Price for FDMShares (as derived from the AIM Appendix of the
Official List), on the first business day in each of the six months prior to the Printing Date, on 3 June 2009
(being the business day prior to the commencement of the Offer Period) and on the Printing Date:
Date FDM Share price (pence)
1 June 101.5
3 June 99.0
1 July 118.5
3 August 113.5
1 September 126.0
1 October 125.5
2 November 127.5
Printing Date 138.5
4. Material contracts
Save for the Inducement Fee Agreement and Non-Solicitation Agreement, details of which are set out in
paragraph 10 of Part I of this document, there are no contracts, other than contracts entered into the
ordinary course of business, which have been entered into by FDM or any of its subsidiaries during the
period beginning two years before the commencement of the Offer Period which are or may be material.
24.2(d)(viii)
Defs
67
5. Irrevocable undertakings, letter of intent and Share Exchange Agreements
(a) Under the Share Exchange Agreements, the Management Team have agreed to sell to Astra (i) the
Management FDM Shares amounting to, in aggregate, 1,565,946 FDM Shares, representing
approximately 6.74 per cent. of the existing issued share capital of FDMand (ii) the Management
Option Shares, amounting to, in aggregate, 189,750 FDM Shares which certain members of the
Management Team will acquire when they exercise certain options granted to them pursuant to
the EMI Scheme.
(b) Astra has received an irrevocable undertaking from Rod Flavell to accept the Offer in respect of
a total of 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares which
he has agreed to sell pursuant to the Share Exchange Agreement, his entire legal and beneficial
holding of FDM Shares). This irrevocable will cease to be binding if the Independent Director
ceases publicly to recommend the Offer.
(c) In addition, Astra has received irrevocable undertakings to accept the Offer and vote in favour of
the Resolution or to procure that any other person accepts the Offer and votes in favour of the
Resolution from the following FDM Shareholders:
Name Number of FDM Shares
Independent Director
1
15,000
AXA Framlington, the equity division
of AXA Investment Managers
UK Limited
2
2,578,217
Hargreave Hale Limited
2
320,000
Brian Divett
3
1,516,667
Gwenda Divett
3
840,000
Jacqueline Mosseri-Marlio
3
2,208,333
Julian Divett
3
1,094,000
Paloma Trading Inc. (the ultimate 1,200,000
beneficiary being Judi Ann Divett)
3
1 This irrevocable undertaking will cease to be binding if the Independent Director ceases publicly to recommend
the Offer.
2 These irrevocable undertakings 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 Offer Price under the Offer.
3 These irrevocable undertakings will cease to be binding if (i) 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 of higher than 135 pence per FDM
Share, or (ii) the Independent Director changes or amends his recommendation of the Offer.
(d) In addition, Astra has received a non-binding letter of intent from Henderson Global Investors
Limited to accept the Offer and vote in favour of the Resolution in respect of 317,916
FDMShares.
(e) In aggregate, Astra has therefore:
• received irrevocable undertakings and a non-binding letter of intent to accept the Offer or
to procure that any other person accepts the Offer, and has an agreement to acquire
FDMShares 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; and
• received irrevocable undertakings and a non-binding letter of intent to vote in favour of the
Resolution or to procure that any other person votes in favour of the Resolution in respect
of a total of 10,090,133 FDM Shares representing approximately 48.54 per cent. of the
FDM Shares held by Independent Shareholders.
Copies of the irrevocable undertakings and letter of intent are available for inspection by
FDMshareholders for the period from posting of this document to the end of the Offer Period.
24.2(d)(x)
25.6(b)
68
6. FDMDirectors’ employment arrangements
Save as set out below, there are no service agreements in force between any FDM Director or any
proposed FDM Director and FDM or any of its subsidiaries and, save as disclosed in Part IV of this
document, no such contracts have been entered into or amended within 6 months of the date of
this document.
The FDMDirectors have entered into service agreements or letters of appointment on the following terms:
(a) David Templeman entered into a service agreement with FDMon 12 November 2007 pursuant to
which he agreed to act as an employee and chief financial officer of FDM and devote himself
exclusively to the performance of his duties during normal working hours. His continuous
employment with FDM commenced on 12 November 2007. The service contract will continue
unless and until terminated by either party giving three months’ notice in writing to terminate the
agreement. Other than the requirement for FDM to give notice there is no provision for
compensation to be paid upon termination of the agreement or for payment in lieu of such notice.
David Templeman’s current basic salary is £125,000 per annum. He is entitled to discretionary
bonus and in respect of the year ended 31 December 2008 he was paid a performance related
bonus of £88,500. In respect of the current financial year to date he has been paid £20,000 by way
of bonus. He is also entitled to membership of a private health insurance scheme and a mobile
telephone for business use. He is currently entitled to 27 days’ holiday per annum inclusive of
statutory holidays and in addition to bank and other public holidays which under the terms of his
agreement shall increase by one day per year up to 30 days per annum.
(b) Rod Flavell entered into a service agreement with FDMon 23 March 2005 pursuant to which he
agreed to act as an employee and chief executive officer of FDM and devote himself exclusively
to the performance of his duties during normal working hours. His continuous employment with
FDM commenced on 1 January 1991. The service contract will continue unless and until
terminated by either party giving twelve months’ notice in writing to terminate the agreement.
Other than the requirement for FDM to give notice there is no provision for compensation to be
paid upon termination of the agreement. Rod Flavell’s current basic salary is £240,000
per annum. He is entitled to discretionary bonus and in respect of the year ended 31 December
2008 he was paid a performance related bonus of £69,000 and received a pension contribution of
£48,000. In respect of the current financial year to date he has been paid £48,000 by way of
bonus. He is also entitled to membership of a private health insurance scheme, pension
contributions and a car allowance. He is entitled to 30 days’ holiday per annum inclusive of
statutory holidays and in addition to bank and other public holidays.
(c) Sheila Flavell entered into a service agreement with FDMon 29 January 2008 pursuant to which
she agreed to act as an employee and chief operations officer of FDM and devote herself
exclusively to the performance of her duties during normal working hours. Her continuous
employment with FDMcommenced on 4 May 1998. The service contract will continue unless and
until terminated by either party giving twelve months’ notice in writing to terminate the
agreement. Other than the requirement for FDM to give notice there is no provision for
compensation to be paid upon termination of the agreement or for payment in lieu of such notice.
Sheila Flavell’s current basic salary is £140,000 per annum. She is entitled to discretionary bonus
and in respect of the year ended 31 December 2008 she was paid a performance related bonus of
£80,000. In respect of the current financial year to date she has been paid £36,000 by way of
bonus. She is also entitled to membership of a private health and dental insurance scheme and a
car allowance. She is entitled to 30 days’ holiday per annum inclusive of statutory holidays and
in addition to bank and other public holidays.
(d) Andrew Brown entered into a service agreement with FDMon 29 January 2008 pursuant to which
he agreed to act as an employee and global sales director of FDM and devote himself exclusively
to the performance of his duties during normal working hours. His continuous employment with
FDM commenced on 1 September 1994. The service contract will continue unless and until
terminated by either party giving twelve months’ notice in writing to terminate the agreement.
Other than the requirement for FDM to give notice there is no provision for compensation to be
paid upon termination of the agreement or for payment in lieu of such notice. Andrew Brown’s
25.4(a)
25.4(b)
69
current basic salary is £140,000 per annum. He is entitled to discretionary bonus and in respect of
the year ended 31 December 2008 he was paid a performance related bonus of £80,000. In respect
of the current financial year to date he has been paid £36,000 by way of bonus. He is also entitled
to membership of a private health insurance scheme and a car allowance. He is entitled to 30 days’
holiday per annum inclusive of statutory holidays and in addition to bank and other public holidays.
(e) Ivan Martin entered into a letter of appointment with FDMdated 1 October 2006 pursuant to the
terms of which an annual director’s fee of £60,000 is payable to Ivan Martin. His appointment is
terminable on six months’ written notice and he is entitled to payment in lieu of notice on
termination. He is also entitled to reimbursement for reasonable expenses.
(f) Karl Monaghan entered into a letter of appointment with FDMdated 1 November 2005 pursuant
to the terms of which an annual director’s fee of £6,000 is payable. His appointment is terminable
on six months’ written notice and he is entitled to payment in lieu of notice on termination. He is
also entitled to reimbursement for reasonable expenses.
(g) Pursuant to a consultancy agreement between FDM and Ashling Capital LLP dated 1 November
2005, which is terminable on 6 months’ written notice, Karl Monaghan’s consultancy services are
provided for two days per month. His current consultancy fee is £31,500 per annum (exclusive of
VAT) and a fee of £1,500 is payable for each additional day that Karl Monaghan’s services are
provided to FDM. In respect of the year ended 31 December 2008, a fee of £31,500 was paid to
Ashling Capital LLP pursuant to the consultancy agreement.
7. Financing arrangements
The details of the funding available to Astra are set out in Part IV of this document.
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 pursuant
to FDM Shareholders under the terms of the Offer.
8. Persons acting in concert
(a) The persons who, for the purposes of the Code are acting, or deemed to be acting in concert with
Astra include:
(i) Astra Topco, Inflexion and the Inflexion Funds;
(ii) the Astra Directors;
(iii) the Inflexion Funds Portfolio Companies;
(iv) the Management Team;
(v) Ernst & Young, whose registered office is at 1 More London Place, London, SE1 2AF,
financial adviser to Astra in connection with the Offer; and
(vi) Altium, whose registered office is at 30 St James’ Square, London SW1Y 4AL, corporate
broker to Astra in connection with the Offer.
(b) The persons who, for the purposes of the Code are acting, or deemed to be acting in concert with
FDM include:
(i) the FDM Directors, other members of the FDM Group and associated companies of
members of the FDM Group; and
(ii) Brewin Dolphin, whose registered office is at 12 Smithfield Street, London EC1A 9BD,
financial adviser to FDM in relation to the Offer.
24.2(d)(iii)
70
9. Bases and sources of information
Save as otherwise set out in this document, the following constitute the bases and sources of information
referred to in this document:
(a) Financial information relating to the Inflexion Funds has been extracted from the relevant
partnership calls and distributions register.
(b) Unless otherwise stated, financial information relating to FDM has been extracted from the
audited financial statements of FDM for the year ended on the Accounting Date and the Interim
Accounts of FDM for the 6 months ended 30 June 2009.
(c) References to the value of the Offer for the whole of the issued ordinary share capital of FDM
assume the number of FDM Shares currently in issue to be 23,220,000.
(d) References to the availability to Astra of the necessary resources to implement the Offer in full
also assume that there are currently options outstanding in respect of 417,850 unissued
FDM Shares.
(e) The Closing Price of a FDM Share is derived from the AIM appendix of the Official List for the
relevant date.
(f) The amount of cash on the balance sheet of FDMof £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 the Printing Date, this amount of cash is equivalent to 40.7 pence per FDM Share. The
cash adjusted Offer Price is 100.3 pence (being 141.0 pence less 40.7 pence). The cash adjusted
Closing Price on 3 June 2009 is 58.3 pence (being 99.0 pence less 40.7 pence).
(g) The number of FDM Shares to which the offer relates is 21,654,054.
(h) The number of FDMShares held by Independent Shareholders is 20,787,540.
10. General
(a) Save as disclosed in this document, no proposal exists in connection with the Offer that any
payment be made or given by Astra to any person as compensation for loss of office or as
consideration for, or in connection with, his retirement from office.
(b) Save as disclosed in this document, no agreement, arrangement or understanding (including any
compensation arrangement) exists between Astra or any person acting in concert with Astra and
any of the directors, recent directors, shareholders or recent shareholders of FDM or any person
interested or recently interested in FDMShares, having any connection with or dependence on ,or
which is conditional upon the outcome of, the Offer.
(c) There is no agreement, arrangement or understanding whereby any FDM Shares to be acquired
by Astra pursuant to the Offer will be transferred to any other persons except that Astra reserves
the right to transfer any FDMShares acquired to any member of the Astra Group or any nominee.
Save as disclosed in this document, no such person holds any interests in FDM securities.
(d) Ernst & Young has given and has not withdrawn its written consent to the issue of this document
with the inclusion of the references to its name in the form and context in which they appear.
(e) Altium has given and has not withdrawn its consent to the issue of this document with the
inclusion of the references to its name in the form and context in which they appear.
(f) Brewin Dolphin has given and has not withdrawn its written consent to the issue of this document
with the inclusion of the references to its name and its recommendation in the form and context
in which they appear.
(g) Except as disclosed elsewhere in this document, the FDMDirectors are not aware of any material
change in the financial or trading position of FDMwhich has occurred since the Accounting Date.
25.2
24.2(h)
25.1(c)
24.8
24.5
19.1
Note 3
71
11. Documents available for inspection
Copies of the documents referred to below will be available for inspection at the offices of Astra’s
solicitors, Eversheds LLP of One Wood Street, London EC2V 7WS, during normal business hours on any
weekdays (Saturdays, Sundays and public holidays excepted) while the Offer remains open for acceptance:
(a) the Memorandum and Articles of Association of FDM;
(b) the Memorandum and Articles of Association of Astra;
(c) the Memorandum and Articles of Association of Astra Topco;
(d) the published audited consolidated financial statements of FDM for each of the two financial
years ended 31 December 2007 and 31 December 2008 plus the Interim Accounts of FDMfor the
6 months to 30 June 2009;
(e) the service contracts of directors of FDM referred to in paragraph 6 above;
(f) the letters of consent referred to in paragraphs 10(d) to (f) above;
(g) the material contracts referred to in paragraph 4 above;
(h) the irrevocable undertakings and letter of intent described in paragraph 5 above;
(i) the material contracts referred to in Part IV of this document; and
(j) the Announcement, this document, the Form of Acceptance and the Form of Proxy.
26
72
PART VII
DEFINITIONS
“Acceptance Shares” has the meaning set out in Section B of Part III of this document
“Accounting Date” 31 December 2008
“acting in concert with Astra” has the meaning set out in Section B of Part III of this document
“agreements” arrangements, agreements, commitments, licences, permits,
franchises, partnerships, joint ventures, authorisations or
other instruments
“AIM” the AIM Market operated by the London Stock Exchange
“AIM Rules” the rules applicable to companies whose shares are traded on AIM,
published by the London Stock Exchange, as amended from time
to time
“Altium” Altium Capital Limited, a private limited company incorporated in
England and Wales under company number 01072627
“Announcement Date” 26 November 2009, being the date of the announcement by Astra, of
its firm intention to make the Offer
“Approved Scheme” the FDM Group plc Share Option Scheme
“Astra” Astra 5.0 Limited
the board of directors of Astra
“Astra Group” Astra Topco, its subsidiaries and subsidiary undertakings
“Astra Topco” Astra Topco Limited
“Australia” the commonwealth of Australia, its possessions and territories and
all areas subject to its jurisdiction or any political subdivision
thereof
“authorisations” authorisations, orders, recognitions, grants, consents, licenses,
confirmations, clearances, permissions and approvals
“Brewin Dolphin” Brewin Dolphin Limited, a company incorporated under the laws of
England and Wales with registered number 02135876
“business day” a day which is not a Saturday or Sunday or public holiday
in England
“Canada” Canada, its possessions and territories and all areas subject to its
jurisdiction or any political subdivision thereof
not in uncertificated form
“Closing Price” the closing middle market quotation of a share as derived from the
AIM appendix of the Official List
“Code or “City Code” the City Code on Takeovers and Mergers as from time to time
interpreted by the Panel
“Companies Act 1985” the Companies Act 1985, as amended
“Companies Act 2006” the Companies Act 2006, as amended
“certificated” or
“in certificated form”
“Astra Board” or “Astra
Directors”
73
“Conditions” the conditions to the Offer which are set out in Section A of Part III
of this document
“CREST” the relevant system (as defined in the CREST Regulations) of which
Euroclear is the Operator (as defined in the CREST Regulations)
“CREST Manual” the manual published by Euroclear
“CREST member” a person who has been admitted by Euroclear as a system-member
(as defined in the CREST Regulations)
“CREST participant” a person who is, in relation to CREST, a system-participant (as
defined in the CREST Regulations)
“CREST payment” has the meaning given in the CREST Manual
“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor
“CREST sponsored member” a CREST member admitted to CREST as a sponsored member
“Disclosed” fairly disclosed in writing by or on behalf of FDM to Astra or
its advisers
“disclosure period” has the meaning set out in paragraph 2(c)(v) of Part VI of
this document
“EBT” the FDM Group Employees Share Trust
“Electronic Acceptance” the inputting and settling of a TTE instruction which constitutes or
is deemed to constitute an acceptance of the Offer on the terms set
out in this document
“EMI Scheme” the FDM Group plc Enterprise Management Incentive Share
Option Plan
“Escrow Agent” Neville Registrars (in its capacity as an escrow agent as described in
the CREST Manual)
“ESA Instruction” an escrow account adjustment input (AESN), transaction type
“ESA” (as described in the CREST Manual)
“Euroclear” Euroclear UK & Ireland Limited, a company incorporated under the
laws of England and Wales
“Ernst & Young” Ernst & Young LLP, a limited liability partnership registered in
England and Wales with registered number OC300001
“Executive Management Team” Rod Flavell, David Templeman, Sheila Flavell and Andrew Brown
“FDM” FDM Group Plc
the board of directors of FDM
“FDM Group” FDM, its subsidiaries and subsidiary undertakings
“FDM Share Schemes” the Approved Scheme and the EMI Scheme
“FDM Shareholders” the holders of FDM Shares
“FDM Shares” the existing unconditionally allotted or issued and fully paid
ordinary shares of 1 penny each of FDM and any further such shares
which are unconditionally allotted or issued fully paid, or credited
24.2(d)
(iv)
“FDM Board” or “FDM
Directors”
74
as fully paid, before the date on which the Offer closes (or such
earlier date as Astra may, subject to the Code, decide, not being
earlier than (a) the date on which the Offer becomes or is declared
unconditional as to acceptances or (b), if later, the first closing date
of the Offer)
“First Closing Date” 18 December 2009
“Form of Acceptance” the form of acceptance and authority relating to the Offer which is
being sent to FDM Shareholders with this document
“Form of Proxy” the Form of Proxy for use at the General Meeting, which is being
sent to FDM Shareholders with this document
“FSA” the Financial Services Authority
“General Meeting” the general meeting of FDM Shareholders (and any adjournment
thereof) to be convened for the purposes of considering and if
thought fit, approving, the Resolution
“Independent Director” Karl Monaghan
either:
(a) an offer, scheme of arrangement, recapitalisation or other
transaction which involves a change of control (as defined in
the Code) of FDM; or
(b) any arrangement or transaction which involves or
contemplates the transfer of any interest in the whole, or a
material part of the undertaking or assets and/or business of
FDM or the FDM Group,
which in each case is made or entered into by a third party which is
not an associate of or acting in concert (each as defined in the Code)
with Astra
“Independent Shareholders” the FDM Shareholders other than the Management Team and their
connected parties
“Inflexion” Inflexion Private Equity Partners LLP
“Inflexion Funds” the Inflexion 2006 Buyout Fund Limited Partnership and the
Inflexion Co-Investment Partnership
The Pump Group Limited, a private company with registered
number 6119948, ICS Group Limited, a private company with
registered number 66666141, Pims Environmental Services
Limited, a private company with registered number 6508847,
Specialist Machine Developments (SMD) Limited, a private
company with registered number 6533623, Jack Wills Limited, a
private company with registered number 3504842, Hamsard 3159
Limited, a private company with registered number 6792959,
One Advice group Limited, a private company with registered
number 5296992, Paragroup Management Limited, a private
company with registered number 5952992, Purely Accountancy
(Holdings) Services Limited, a private company with registered
number 6643078, Rouge 1 Limited, a private company with
registered number 5611337 and Ridgebrick Limited, a private
company with registered number 5301626
“Inflexion Funds Portfolio
Companies”
“Independent Inconsistent
Transaction”
75
“intellectual property” all patents, trademarks, trade names, service marks, copyrights,
designs, databases and any applications therefore, schematics,
technology, know-how, computer software, programs or applications
(in both source code and object code form), and tangible or intangible
proprietary information or material
“interest” has the meaning set out in paragraph 2(c)(ix) of Part VI of
this document
“ISIN Code” a UK international securities identification numbers
“Japan” Japan, its possessions and territories and all areas subject to its
jurisdiction or any political subdivision thereof
“legal proceedings” actions, suits, proceedings, investigations, references or enquiries
“Listing Rules” the listing rules made by the FSA under Part VI of the Financial
Services and Markets Act 2000
“London Stock Exchange” London Stock Exchange plc
“Management Arrangements” the arrangements relating to the investment by the Management
Team in the Astra Group and the service agreements to be entered
into by certain members of the Management Team with Astra Topco
and Astra as set out in Part IV of this document
“Management Option Shares” the 6,750 FDM Shares which Sheila Flavell will acquire when she
exercises the option granted to her pursuant to the EMI Scheme,
60,500 of the FDM Shares which Andrew Brown will acquire when
he exercises the options granted to him pursuant to the EMI Scheme,
the 47,500 FDM Shares which Heidi Taylor will acquire when she
exercises the options granted to her pursuant to the EMI Scheme, the
25,791 of the FDM Shares which Jon Taplin will acquire when he
exercises the options granted to him pursuant to the EMI Scheme,
the 6,750 FDM Shares which Steve Buxton will acquire when he
exercises the option granted to him pursuant to the EMI Scheme, the
8,250 FDM Shares which Ben Pattison will acquire when he
exercises the option granted to him pursuant to the EMI Scheme, the
8,300 FDM Shares which Alistair Rutherford will acquire when he
exercises the options granted to him pursuant to the EMI Scheme,
13,009 of the FDM Shares which Catherine Cheek will acquire when
she exercises the options granted to her pursuant to the EMI Scheme,
the 4,500 FDM Shares which Lee Ballancore will acquire on the
exercise of the option granted to him pursuant to the EMI Scheme
and the 8,400 FDM Shares which Henry Duddy will acquire when
he exercises the options granted to him pursuant to the EMI Scheme
“Management FDM Shares” 1,099,858 of the FDM Shares registered in the name of Giltspur
Nominees Limited and beneficially held by Rod Flavell, the 15,000
FDM Shares registered in the name of and beneficially held by Ivan
Martin, the 236,924 FDM Shares registered in the name of E*Trade
UK Nominees Limited and beneficially held by Sheila Flavell, the
142,333 FDM Shares registered in the name of TD Waterhouse
Nominees (Europe) Limited and beneficially held by Andrew
Brown, 9,000 of the FDM Shares registered in the name of and
beneficially held by Heidi Taylor, 13,500 of the FDM Shares
registered in the name of and beneficially held by Jon Taplin, 19,000
of the FDM Shares registered in the name of and beneficially held
by Steve Buxton, 8,000 of the FDM Shares registered in the name
76
of TD Waterhouse Nominees (Europe) Limited and beneficially
held by Nik Thorneley, 14,044 of the FDM Shares registered in the
name of James Capel Nominees Limited and beneficially held by
Ben Pattison and 8,287 of the FDM Shares registered in the name of
and beneficially held by Henry Duddy
“Management Team” Rod Flavell, Sheila Flavell, Andrew Brown, David Templeman,
Ivan Martin, Heidi Taylor, Jon Taplin, Steve Buxton, Nik Thorneley,
Ben Pattison, Alistair Rutherford, Catherine Cheek, Lee Ballancore
and Henry Duddy
“member account ID” the identification code or number attached to any member account
in CREST
“Neville Registrars” Neville Registrars Limited
“Offer” the recommended offer, made by Astra to acquire all of the issued
and to be issued FDM Shares (other than the Management FDM
Shares and the Management Option Shares) on the terms and
subject to the conditions set out in this document and the Form of
Acceptance and, where the context so requires, any subsequent
revision, variation, extension or renewal thereof
“Offer Document” this document
“Offer Period” the period commencing on 4 June 2009 until whichever of the
following dates shall be the later (a) the First Closing Date and
(b) the date on which the Offer lapses or is withdrawn and (c) the
date on which the Offer becomes unconditional as to acceptances
“Offer Price” 141 pence per FDM Share
“Official List” the daily official list of the London Stock Exchange
“Overseas Shareholders” FDM Shareholders who are citizens, nationals or residents of or
otherwise subject to jurisdictions outside the UK or their nominees,
custodians or trustees
“Panel” the Panel on Takeovers and Mergers
“participant ID” the identification code or membership number used in CREST to
identify a particular CREST member or other CREST participant
“Printing Date” 27 November 2009, the latest practicable date prior to the posting of
this document
“Regulatory Information Service” as defined in the Listing Rules
“relevant asset” land, property or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider FDM
Group
“relevant persons” governments, governmental, quasi-governmental, supranational,
statutory, investigative, regulatory or administrative bodies or trade
agencies, associations, institutions or courts, or professional or
environmental bodies, or any other persons or bodies whatsoever in
any jurisdiction
“Resolution” the ordinary resolution to be proposed at a general meeting of FDM
to approve the Management Arrangements
77
“securities” has the meaning set out in paragraph 2(c)(vi) of Part VI of
this document
“Senior Employees” Heidi Taylor, Jon Taplin, Steve Buxton, Nik Thorneley,
Ben Pattison, Alistair Rutherford, Catherine Check, Lee Ballancore
and Henry Duddy
“Share Exchange Agreements” the share exchange agreements entered into between the
Management Team and Astra on 25 November 2009, whereby
conditional on the Offer becoming wholly unconditional Astra
agrees, among other things, to purchase and each of the
Management Team agrees to sell their respective Management
FDMShares and Management Option Shares in exchange for loan
notes issued by Astra
“TFE instruction” a transfer from escrow instruction (as defined by the CREST
Manual)
“TTE instruction” a transfer to escrow instruction (as described in the CREST Manual)
in relation to FDM Shares in uncertificated form meeting the
requirements of paragraph 14(b) of the letter from Ernst & Young
set out in Part II of this document
“third party” person, firm, company or body
“treasury shares” treasury shares (as defined in section 974(6) of the Companies Act
2006) of FDM
“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland
recorded on the relevant register of the share or security concerned
as being held in uncertificated form in CREST, and title to which,
by virtue of the CREST Regulations, may be transferred by means
of CREST
“United States” or “US” the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
and all other areas subject to its jurisdiction
“US person” as defined in Regulation S under the US Securities Act
“US Securities Act” the US Securities Act 1933, as amended, and the rules and
regulations promulgated under such Act
“Wider Astra Group” Astra Topco and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertakings in which Astra
and/or such subsidiaries or undertakings (aggregating their
interests) have a substantial interest
“Wider FDM Group” FDM and its subsidiaries, subsidiary undertakings, associated
undertakings and any other undertakings in which FDMand/or such
subsidiaries or undertakings (aggregating their interests) have a
substantial interest
In this document:
11.1 the expressions “subsidiary”, has the meaning given by the Companies Act 1985 and the
expressions “subsidiary undertaking”, “associated undertaking” and “undertaking” have the
meanings given by the Companies Act 2006;
11.2 references to £ or pounds and p or pence are to pounds sterling and pence being the lawful
currency of the United Kingdom; and
11.3 references to time are to London time.
This document was despatched on 27 November 2009.
24.2(d)(ii)
“uncertificated” or
“in uncertificated form”
78
FDMGROUP PLC
(Registered in England No. 2542980)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at the offices of
Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ at 11.00 a.m. on 15 December 2009 for
the purpose of considering and, if thought fit, passing the following resolution, which will be proposed
as an Ordinary Resolution:
ORDINARY RESOLUTION
THAT, the arrangements which are described in the offer document published on behalf of Astra 5.0
Limited and the Company dated 27 November 2009 (the “Offer Document”) (a copy of which is produced
to the meeting and signed for identification purposes by the Chairman of the meeting) between Astra
Topco Limited, Astra 5.0 Limited and the Management Team (as defined in the Offer Document), be and
are hereby approved in the context of the Offer (as defined in the Offer Document) notwithstanding that
such arrangements are not extended to all shareholders of the Company.
Dated: 27 November 2009
Registered Office: By order of the Board
2nd Floor Lanchester House David Templeman
Trafalgar Place Secretary
Brighton
East Sussex
BN1 4FL
Notes:
1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who need not be a
member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting instead of the member.
Completion and return of a Form of Proxy will not preclude a member from attending and voting at the meeting in person,
should he subsequently decide to do so.
2. In order to be valid, any Form of Proxy and a power of attorney or other authority under which it is signed, or a notarially certified
or office copy of such power or authority, in order to be valid, must reach the Company’s Registrars, Neville Registrars, Neville
House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, not less than 48 hours before the time of the meeting or of any
adjournment of the meeting together with, if appropriate, the power of attorney or other authority (if any) under which it is signed
or a notarially certified or office copy of such power or authority. In the case of a member, which is a company, the proxy form
must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
3. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A
member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please
sign and date the form of proxy and attach a schedule listing the names and addresses (in block letters) of all of your proxies, the
number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held
by you) and indicating how you wish each proxy to vote or abstain from voting. If you wish to appoint the Chairman as one of
your multiple proxies, simply write “the Chairman of the Meeting”. If a member wishes his proxy to speak on his behalf at the
meeting he should appoint his own choice of proxy (not the Chairman) and give his instructions directly to them.
4. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy. In the event that more
than one of the joint holders purports to appoint a proxy, the appointment submitted by the first named on the register of
members of the Company will be accepted to the exclusion of the other joint holder.
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution, If no voting indication is given, a proxy may vote or abstain from voting at his or her discretion. A proxy may vote
(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. In order to revoke a proxy instruction a member will need to send a signed hard copy notice clearly stating your intention to
revoke a proxy appointment to Neville Registrars Limited, 18 Laurel Lane Halesowen West Midlands B63 3DA together with,
if appropriate, the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy
of such power or authority. In the case of a member which is a company the notice must be executed under its common seal or
signed on its behalf by an officer of the company or an attorney for the company.
79
7. As permitted by and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold
shares in uncertificated form) must be entered on the Company’s share register at 11.00 a.m. on 13 December 2009 (or if the
meeting is adjourned, entered on the register of members of the Company 48 hours before the time fixed for the adjourned
meeting) in order to be entitled at attend and vote at the meeting. Such shareholders may only cast votes in respect of shares
held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any
person to attend or vote at the meeting.
8. The total number of ordinary shares of 1 penny in issue as at 27 December 2009, the last practicable day before printing this
document was 23,220,000 ordinary shares.
9. The members of the Management Team (as defined in the Offer Document) are considered by the Panel (as defined in the Offer
Document) to be interested in the outcome of the Resolution and accordingly the Management Team and their connected
persons have undertaken not to vote on the Resolution, which will be conducted by a poll of the Independent Shareholders (as
defined in the Offer Document).
80
Millnet Financial (8477-01)

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