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Pin to quick picksIshs $ Sd Corp Share News (SDIG)

Share Price Information for Ishs $ Sd Corp (SDIG)

London Stock Exchange
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Share Price: 98.49
Bid: 98.44
Ask: 98.51
Change: -0.045 (-0.05%)
Spread: 0.07 (0.071%)
Open: 98.45
High: 98.50
Low: 98.42
Prev. Close: 98.52
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Sdi Group Plc Offer For Sdi Group Plc -12-

Fri, 16th Jul 2010 07:00

| Date | of the Offer Document | +----------------+-----------------------------------------------+ | Form of | the form of acceptance and authority relating | | Acceptance | to the Offer which will accompany the Offer | | | Document for use by Shareholders in | | | connection with the Offer | +----------------+-----------------------------------------------+ | General | the extraordinary general meeting of SDI | | Meeting | (including any adjournment of that meeting), | | | notice of which will be contained in the | | | Offer Document | +----------------+-----------------------------------------------+ | Independent | Mark McMenemy, Steve Butler and Richard | | Directors | Arkle, being those SDI Directors who are | | | independent in relation to the Offer and who | | | constitute the independent committee of the | | | SDI Board formed to consider the Offer | +----------------+-----------------------------------------------+ | Independent | SDI Shareholders, other than the Management | | Shareholders | Team and any person acting or deemed to be | | | acting in concert with FSU Investments | +----------------+-----------------------------------------------+ | London Stock | London Stock Exchange plc | | Exchange | | +----------------+-----------------------------------------------+ | Management | the arrangements under which the Management | | Arrangements | Team will subscribe for shares in FSU | | | Investments and all other matters relating to | | | their proposed investment in, and | | | relationship with, FSU Investments as | | | described in paragraph 7 of this announcement | +----------------+-----------------------------------------------+ | Management | Gordon Smith, Darcy De Thierry, Paul Mess, | | Team | John Hamilton, Jean-Marc Moulin and Andrea Di | | | Bella each of whom is a SDI Shareholder and | | | each of whom will become shareholders of FSU | | | Investments if the Offer becomes | | | unconditional in all respects. Thomas Otto | | | and John Hattersley, who hold 0.60 per cent. | | | of the SDI Shares, have also indicated that | | | they will sign irrevocable undertakings in | | | the same form as the other members of the | | | Management Team and on doing so will form | | | part of the Management Team | +----------------+-----------------------------------------------+ | Offer | the recommended cash offer (including the | | | Cash Consideration and the Contingent | | | Consideration) made by FSU Investments to | | | acquire all of the SDI Shares on the terms | | | and subject to the conditions to be set out | | | in the Offer Document and (in respect of SDI | | | Shares in certificated form) the Form of | | | Acceptance, including where the context so | | | permits or requires, any subsequent revision, | | | variation, extension or renewal thereof | +----------------+-----------------------------------------------+ | Offer | the document to be sent to SDI Shareholders | | Document | (other than certain Overseas Shareholders) | | | containing and setting out the terms and | | | conditions of the Offer | +----------------+-----------------------------------------------+ | Offer Period | the period commencing on 10 May 2010 and | | | ending on the First Closing Date or, if | | | later, on the date on which the Offer becomes | | | or is declared unconditional as to | | | acceptances or lapses or is withdrawn | +----------------+-----------------------------------------------+ | Offer-Accepted | a SDI Share in respect of which the Offer is | | SDI Share | accepted by the relevant SDI Shareholder | +----------------+-----------------------------------------------+ | Overseas | SDI Shareholders (or nominees of, or | | Shareholders | custodians or trustees for SDI Shareholders) | | | not resident in or citizens of the United | | | Kingdom | +----------------+-----------------------------------------------+ | Panel or | the Panel on Takeovers and Mergers | | Takeover | | | Panel | | +----------------+-----------------------------------------------+ | PEP | Pep Fordertechnik, a member of the SDI Group | +----------------+-----------------------------------------------+ | PEP | has the meaning given to such term in | | Application | paragraph 1(i) of Part III of Appendix A to | | | this announcement | +----------------+-----------------------------------------------+ | Regulations | the Uncertificated Securities Regulations | | | 2001 | +----------------+-----------------------------------------------+ | Resolution | the ordinary resolution to be proposed at the | | | General Meeting for the purposes of approving | | | the Management Agreements as required by Rule | | | 16.2 of the City Code | +----------------+-----------------------------------------------+ | Restricted | any jurisdiction where local laws or | | Jurisdiction | regulations may result in a significant risk | | | of civil, regulatory or criminal exposure if | | | information concerning the Offer is sent or | | | made available to SDI Shareholders in that | | | jurisdiction | +----------------+-----------------------------------------------+ | SDI | SDI Group plc | +----------------+-----------------------------------------------+ | SDI Board or | the directors of SDI, being Mark McMenemy, | | SDI Directors | Steve Butler, Richard Arkle and Gordon Smith | +----------------+-----------------------------------------------+ | SDI Group | SDI and its subsidiary undertakings and where | | | the context permits, each of them | +----------------+-----------------------------------------------+ | SDI | a holder of SDI Shares and SDI Shareholders | | Shareholder | and Shareholders shall be construed | | or | accordingly | | Shareholder | | +----------------+-----------------------------------------------+ | SDI Share | the SDI Executive Share Option Scheme 2009 | | Option Scheme | | +----------------+-----------------------------------------------+ | SDI Share | options granted pursuant to the SDI Share | | Options | Option Schemes | +----------------+-----------------------------------------------+ | SDI Shares | the existing issued or unconditionally | | | allotted and fully paid ordinary shares of | | | 1pence each in the capital of SDI and any | | | further shares which are unconditionally | | | allotted or issued before the date on which | | | the Offer closes (or such earlier date or | | | dates, not being earlier than the date on | | | which the Offer becomes unconditional as to | | | acceptances or, if later, the First Closing | | | Date of the Offer, as FSU Investments may | | | decide) but excluding in both cases any such | | | shares held or which become held in treasury | +----------------+-----------------------------------------------+ | Significant | a direct or indirect interest of 20 per cent. | | Interest | or more of the total voting rights conferred | | | by the equity capital of an undertaking | +----------------+-----------------------------------------------+ | subsidiary, | to be construed in accordance with the | | subsidiary | Companies Act | | undertaking, | | | and | | | undertaking | | +----------------+-----------------------------------------------+ | uncertificated | a share or other security title to which is | | or in | recorded in the relevant register of the | | uncertificated | share or security concerned as being held in | (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)
More News
16 Jul 2010 07:45

SDI Group Reports FY10 Loss Of GBP18.8M

LONDON (Dow Jones)--SDI Group PLC (SDIG.LN), which designs, builds and supports integrated materials handling solutions, reported Friday a pretax loss of GBP18.8 million for fiscal 2010 and said its full year results have not been in line with its original expectations and there is a limited likelih

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16 Jul 2010 07:33

SDI accepts management buyout terms

SDI Group is recommending a £2.84m management buyout two months after a bid team led by boss Gordon Smith first tabled its offer for the struggling automated warehousing systems firm. An initial approach on 10 May was priced at 2.6p a share in cash, a 23% discount to the previous session's closing

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16 Jul 2010 07:33

SDI Group Agrees GBP2.8M Management Buy Out >SDIG.LN

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:

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -6-

The Independent Directors (except for Steve Butler) intend to resign from the SDI Board shortly after the Offer becomes or is declared unconditional in all respects and agree to waive entitlements against SDI except for payments and benefits to which they are entitled under the terms of their letter

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -7-

transmitted or otherwise forwarded, distributed or sent in, into or from Canada, Australia or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees or trustees) must not mail or otherwise forward, distribute or send it in, into

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -5-

loss before tax post-exceptional items of GBP1.584m. Cash and cash equivalents have declined to GBP2.524m (including restricted cash of approximately GBP1.0m) from GBP5.816m. Accordingly, losses have continued to grow and the Independent Directors feel that there is limited likelihood of a dividend

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -10-

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 Acceptanc

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -9-

instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any receiver, administrator, administrative receiver, manager, trustee or similar officer of

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -8-

the terms envisaged for such divestiture by FSU Investments or by any member of the Wider SDI Group of all or any part of its businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or prope

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -11-

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

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -13-

| form | uncertificated form, in CREST, and title to | | | which, by virtue of the Regulations, may be | | | transferred by means of CREST | +----------------+-----------------------------------------------+ | United | the United Ki

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -2-

recommend that it is in the best interest of shareholders to achieve a current cash return on their investment by accepting the Offer." This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The Offer will be made subject to the conditions s

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc

TIDMSDIG RNS Number : 4547P SDI Group Plc 16 July 2010 ? Recommended Cash Offer THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS

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16 Jul 2010 07:00

Sdi Group Plc Offer For Sdi Group Plc -4-

only be paid if and to the extent permitted by applicable law; · 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 p

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