Ishs $ Sd Corp Share News (SDIG)

FSU Investments to accept the Offer in respect of their beneficial and connected holdings of SDI Shares, and to waive any entitlement that they might have in relation to the Contingent Consideration, and have irrevocably instructed FSU Investments to apply the aggregate cash consideration that they would otherwise be entitled to receive in respect of such SDI Shares (excluding in relation to the Contingent Consideration) in subscribing for ordinary shares of ten pence each in the share capital of FSU Investments: +--------------------+--------------------+--------------------+ | Name | Total Number of | Percentage of | | | SDI 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% | +--------------------+--------------------+--------------------+ The irrevocable undertakings described in paragraph 2 of this Appendix C will cease to be binding on the earlier of the following occurrences: (i) on the withdrawal or lapsing of the Offer; or (ii) the Offer Document is not posted to SDI Shareholders on or before the date which is 28 days after the date of this announcement (or such longer period as FSU Investments and the Panel may agree). 3. The following SDI Shareholders who are not Independent Directors, or members of the Management Team have entered into irrevocable undertakings with FSU Investments to accept the Offer in respect of their beneficial holdings of SDI Shares: +--------------------+--------------------+--------------------+ | Name | Total Number of | Percentage of | | | SDI Shares | existing issued | | | | share capital | +--------------------+--------------------+--------------------+ | Hargreave Hale | 10,500,000 | 9.61% | | Limited | | | +--------------------+--------------------+--------------------+ The irrevocable undertakings described in paragraph 3 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. 4. The following SDI Shareholders have entered into irrevocable undertakings with FSU Investments not 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 | +----------------------+-------------------+--------------------+ | Mary Adams | 5,243,609 | 4.80% | | Compania De | 2,911,760 | 2.66% | | Inversiones | 1,976,288 | 1.81% | | Steve Haskell | 1,626,362 | 1.49% | | Krish Nathan | 642,240 | 0.59% | | James Suggs | 642,240 | 0.59% | | Rudi Lueg | 631,440 | 0.58% | | Robert Jackson | 1,417,356 | 1.30% | | Richard Ursitti | 3,679,948 | 3.37% | | Donald De Sanctis | 2,417,044 | 2.21% | | Barron De Sanctis | 1,887,318 | 1.73% | | B and G Associates | | | +----------------------+-------------------+--------------------+ The irrevocable undertakings described in paragraph 4 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. Appendix D Definitions The following definitions apply throughout this announcement unless the context otherwise requires: +----------------+-----------------------------------------------+ | Accepting SDI | A SDI Shareholder who has not irrevocably | | Shareholder | undertaken not to accept the Offer | +----------------+-----------------------------------------------+ | AIM | the AIM market operated by London Stock | | | Exchange | +----------------+-----------------------------------------------+ | Authorisations | regulatory authorisations, orders, grants, | | | recognitions, confirmations, consents, | | | licences, clearances, certificates, | | | permissions or approvals | +----------------+-----------------------------------------------+ | FSU | FSU Investments Limited, a company | | Investments | incorporated in England & Wales with | | | incorporation number 07168088 | +----------------+-----------------------------------------------+ | Bonded Cash | cash which is the property of the SDI Group | | | which is currently deposited with Dresdner | | | Bank and held as security against for | | | overdrafts made available to the German | | | businesses of SDI, amounting in aggregate to | | | EUR500,508.69 | +----------------+-----------------------------------------------+ | business day | a day (other than a Saturday and a Sunday) on | | | which banks are generally open for business | | | in London | +----------------+-----------------------------------------------+ | Cash | the cash consideration of 2.6 pence payable | | Consideration | in respect each SDI Share in respect of which | | | the Offer is accepted | +----------------+-----------------------------------------------+ | certificated | in relation to a share or other security, a | | or | share or other security title to which is | | certificated | recorded in the relevant register of the | | form | share or other security as being held in | | | certificated form (that is, not in CREST) | +----------------+-----------------------------------------------+ | Cenkos | Cenkos Securities PLC, 6, 7, 8 Tokenhouse | | | Yard, London EC2R 7AS | +----------------+-----------------------------------------------+ | Closing Price | the closing middle market price of a SDI | | | Share as derived from the AIM appendix to the | | | Daily Official List of the London Stock | | | Exchange | +----------------+-----------------------------------------------+ | Code or City | the City Code on Takeovers and Mergers | | Code | | +----------------+-----------------------------------------------+ | Companies Act | the Companies Act 2006 | | or Act | | +----------------+-----------------------------------------------+ | Contingent | The additional consideration which may become | | Consideration | payable under the Offer, the payment of which | | | is unsecured and is contingent upon the | | | release of the Bonded Cash being accepted and | | | agreed to by Dresdner Bank | +----------------+-----------------------------------------------+ | CREST | the relevant system (as defined in the | | | Regulations) in respect of which Euroclear is | | | the operator (as defined in the Regulations) | +----------------+-----------------------------------------------+ | Euroclear UK | Euroclear UK & Ireland Limited | | or | | | Euroclear | | +----------------+-----------------------------------------------+ | First Closing | the date which is 21 days following posting | (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)