Ishs $ Sd Corp Share News (SDIG)

date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting SDI Shareholders and SDI will cease to be bound by any Form of Acceptance and/or Electronic Acceptance submitted before the time when the Offer lapses. Part III: Terms and conditions applicable to the Contingent Consideration 1. The Contingent Consideration is conditional upon the provisions of this Appendix A, and: (i) an application by SDI to Dresdner Bank in respect of the release of the Bonded Cash being accepted and agreed to by Dresdner Bank ("PEP Application"); and (ii) there being sufficient funds within PEP to repay any amount of the Overdraft Facility that is utilised at the time of the PEP Application. 2. The Contingent Consideration shall not be payable to the Management Team who have waived their entitlement to such consideration, and shall only be payable: (i) to those SDI Shareholders that accept the Offer; and (ii) in respect of the Offer-Accepted SDI Shares. 3. There can be no guarantee that SDI Shareholders will receive any payment of Contingent Consideration. 4. While it is intended that the PEP Application will be made shortly after 31 March 2011, the actual date upon which: (i) the PEP Application will be made; (ii) the release of the Bonded Cash will be agreed to and confirmed by Dresdner Bank; and (iii) the Contingent Consideration accordingly may become payable, cannot be ascertained at the date of this Offer. 5. The maximum payable Contingent Consideration in respect of any Offer-Accepted SDI Share (except in the case of the Management Team each of whom has waived their entitlement to receive such Contingent Consideration) shall be 0.8 pence and the actual Contingent Consideration payable per Offer-Accepted SDI Share will be calculated using the following formula: OS - D CC = _________ N Where: OS is the net amount of Bonded Cash released by Dresdner Bank and paid to FSU Investments D is the aggregate amount of taxes to be deducted from the released Bonded Cash by FSU Investments (including (but not limited to) any corporation, withhold tax or other imposition that may be payable in relation to any transfer of the Bonded Cash to FSU Investments) CC is the amount of Contingent Consideration payable per Accepted-Offer SDI Share, up to a maximum of 0.8pence N is the number of Offer-Accepted SDI Shares 6. The amount of any Contingent Consideration in respect of any Offer-Accepted SDI Share cannot be quantified at this time. 7. The Contingent Consideration (if any) shall be payable within 14 days of receipt by SDI of confirmation by Dresdner Bank that the PEP Application has been accepted. 8. The obligation to pay the Contingent Consideration will remain a non-interest bearing and unsecured obligation of FSU Investments, and accordingly, in the event Contingent Consideration becomes payable and there is a default in payment, on insolvency of FSU Investments or otherwise, SDI Shareholders will rank as unsecured creditors only in respect of their entitlement to Contingent Consideration. 9. Subject to point 10 below, no Accepting SDI Shareholder shall be entitled to transfer to any person their right to any payment of the Contingent Consideration. 10. In the event of the death of an Accepting SDI Shareholder before payment of the Contingent Consideration, that Accepting SDI Shareholder's right to payment of the Contingent Consideration shall pass to his estate. 11. At the date of this Announcement, FSU Investments is not aware of any reason why payment of the Contingent Cash should not be made (subject to the conditions set out in this announcement). However, the Contingent Consideration shall only be payable to the extent such payment by FSU Investments is permitted by applicable law. Appendix B Further Information and Sources and Bases of Information Bases and sources of information In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: (a) historic share prices are sourced from the London Stock Exchange and represent closing middle market prices for SDI Shares on the relevant date; (b) the value of the existing issued share capital of SDI is based upon the entire issued share capital at the date of this announcement, namely 109,273,078 SDI Shares; (c) the fully diluted share capital of SDI is calculated on the basis of: · the number of issued SDI Shares, as set out in paragraph (b) above; and · zero 'in the money' SDI Share Options outstanding under any option scheme operated by SDI, including the SDI Share Option Scheme, on 15 July 2010 (the latest practicable date prior to publication of this announcement) and which are expected to become exercisable as a consequence of the Offer; (d) references to a percentage of SDI Shares are based on the number of SDI Shares in issue as set out at paragraph (b); (e) unless otherwise stated, the financial information relating to SDI has been extracted from the audited annual accounts and unaudited interim accounts of SDI for the relevant period; (f) the maximum cash consideration payable under the Offer is based on 109,273,078 SDI Shares in issue and at the time of announcing the Offer, zero shares to be issued to satisfy the exercise of options or vesting of awards granted under the SDI Share Option Schemes; (g) information relating to FSU Investments has been provided by the board of FSU Investments; and (h) the amount of Contingent Consideration payable has been calculated by reference to the amount of bonded cash being released having an aggregate value of EUR 500,508.69 and a Euro:Sterling exchange rate as at 14 July 2010 of 1.199. Concert party The persons acting, or deemed to be acting, in concert with FSU Investments for the purposes of the Offer include the members of the Management Team (including, in each case, their close relatives and related trusts). The persons acting, or deemed to be acting, in concert with SDI for the purposes of the Offer include Cenkos which, as at the date of this announcement, holds 305,229 SDI Shares. Disclosure of interests in SDI Each of the members of the Management Team and each of the individuals who are expected to become members of the Management Team have the following interests in SDI Shares: +---------------------------+-----------------+----------------+ | Name | Number of SDI | Percentage of | | | Shares | existing | | | | issued share | | | | capital | +---------------------------+-----------------+----------------+ | Gordon Smith | 17,203,326 | 15.74% | | Darcy De Thierry | 5,382,477 | 4.93% | | Paul Mess | 2,726,137 | 2.49% | | John Hamilton | 1,405,298 | 1.29% | | Jean-Marc Moulin | 1,216,555 | 1.11% | | Andrea Di Bella | 605,200 | 0.55% | | Thomas Otto | 405,420 | 0.37% | | John Hattersley | 245,000 | 0.22% | +---------------------------+-----------------+----------------+ Appendix C Details of Irrevocable Undertakings 1. The following Independent Directors have entered into irrevocable undertakings with FSU Investments to accept the Offer in respect of their beneficial and connected holdings of SDI Shares: +--------------------+--------------------+--------------------+ | Name | Total Number of | Percentage of | | | SDI Shares | existing issued | | | | share capital | +--------------------+--------------------+--------------------+ | Mark McMenemy | 200,000 | 0.18% | | Steve Butler | 28,043 | 0.03% | +--------------------+--------------------+--------------------+ The irrevocable undertakings described in paragraph 1 of this Appendix C will lapse on the earlier of the following occurrences: (i) on the withdrawal or lapsing of the Offer; or (ii) if the Offer is not made in circumstances where the Panel consents to FSU Investments not making the Offer in consequence of: (A) an event or circumstance occurring or becoming known to FSU Investments in consequence of which FSU Investments is no longer required by the City Code to proceed with the Offer; or (B) FSU Investments becoming aware that any condition of the Offer as set out in this Press Announcement has or may become incapable of being fulfilled. The obligations under the irrevocable undertakings summarised in this paragraph 4 shall be suspended if a third party announces (in the manner required by Rule 2.9 of the City Code), prior to 10.00.a.m on the daywhich is seven days after the dispatch of the Offer Document, a firm intention to make an offer (made in accordance with Rule 2.5 of the City Code and where the making of such offer is not subject to any pre-conditions), for all the issued ordinary shares of SDI, and the value of the consideration under such third party offer is higher than the Offer. 2. Each of the Management Team has entered into irrevocable undertakings with (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)