LONDON (Dow Jones)--The directors of FSU Investments Ltd. and the independent directors of SDI Group PLC (SDIG.LN), a provider of integrated materials handling solutions, said Friday they have reached agreement on the terms of a cash offer for SDI which values it at GBP2.8 million. MAIN FACTS: -Offer will be made up of 2.6 pence in cash for each SDI share plus additional contingent consideration which, if paid, will not exceed 0.8 pence per SDI share. -Payment of the contingent consideration is dependent upon the release of certain bonded cash that is the property of a member of the SDI Group, the Euro:Sterling exchange rate at the time when the bonded cash is released and the number of accepting shareholders eligible to receive the contingent consideration. -The cash consideration, excluding the contingent consideration, represents a premium of 30% to the closing price of 2 pence per SDI share on July 15 but a discount of 23% to the closing price of 3.375 pence per SDI share on May 7, the last business day prior to the commencement of the offer period. -FSU Investments is a newly-incorporated company which has been formed for the purposes of making the offer; FSU Investments will, on completion of the offer, be owned by certain members of the management team, including Gordon Smith. -FSU Investments shares will not be listed on any stock exchange. -FSU Investments will fund all of the cash consideration under the terms of the offer using its own cash. -FSU Investments has received, in aggregate irrevocable undertakings and non-binding letters of intent to accept the offer in respect of 46.53 million SDI shares, or 42.37% of the existing issued share capital of SDI; and irrevocable undertakings not to accept the offer in respect of 23.08 million SDI shares, or 21.12%. -The board of SDI is continuing to reduce overheads and restructure the business to reduce losses but has continued to see delays in customers commencing capital spend projects and also extension of payment terms. -Cash continues to be monitored closely. -Shares closed Thursday at 2 pence valuing the company at GBP2.19 million. -By Ian Walker, Dow Jones Newswires; 44-20-7842-9296; ian.walker@dowjones.com (END) Dow Jones Newswires July 16, 2010 02:33 ET (06:33 GMT)