Ishs $ Sd Corp Share News (SDIG)

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 set out in Appendix A to this announcement and to the full terms and conditions to be set out in the Offer Document and (in respect of certificated SDI Shares) in the Form of Acceptance. Enquiries: +----------------------------------------------+----------------+ | FSU Investments Limited | Tel: 01763 | | Gordon Smith | 244299 | +----------------------------------------------+----------------+ | Vollman Brothers (Financial Adviser to FSU | Tel: 0207 898 | | Investments) | 0510 | | Bill Kendall, Mark Woollcott | | +----------------------------------------------+----------------+ | SDI (Independent Directors) | Tel: 01763 | | Mark McMenemy, Richard Arkle, Steve Butler | 244299 | +----------------------------------------------+----------------+ | Cenkos (Rule 3 Adviser, NOMAD and Broker to | Tel: 0207 397 | | SDI) | 8924 | | Stephen Keys, Elizabeth Bowman | | +----------------------------------------------+----------------+ In accordance with Rule 2.10 of the City Code, SDI confirms that it has 109,273,078 ordinary shares of 1pence each in issue. The International Securities Identification Number (ISIN) for SDI's ordinary shares is GB00B1YW3F4. Appendix A sets out the conditions to the Offer. Appendices B and C set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived. Appendix D contains definitions of certain terms used in this summary and the following announcement. Vollman Brothers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for FSU Investments Limited and no one else in connection with the Offer and will not be responsible to anyone other than FSU Investments Limited for providing the protections afforded to clients of Vollman Brothers nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SDI Group plc and no one else in connection with the Offer and will not be responsible to anyone other than SDI Group plc for providing the protections afforded to customers of Cenkos nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. ALL SDI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE OFFER DOCUMENT AND OTHER PUBLICLY RELEASED DOCUMENTS RELATING TO THE OFFER WILL BE AVAILABLE, FREE OF CHARGE, ON THE SECURITIES EXCHANGE COMMISSION'S WEB SITE AT WWW.SEC.GOV AND DIRECTLY FROM FSU INVESTMENTS LIMITED, ONCE THEY ARE COMPLETE AND READY FOR PUBLIC DISTRIBUTION. REQUESTS FOR SUCH DOCUMENTS FROM FSU INVESTMENTS LIMITED SHOULD BE DIRECTED TO GORDON SMITH ON 01763 244299. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to SDI Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or SDI Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements. Unless otherwise determined by FSU Investments or required by the City Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of Canada, Australia or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia or any other Restricted Jurisdiction. Accordingly, unless otherwise determined by FSU Investments or required by the City Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, 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 or from such jurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Disclosure requirements of the Takeover Code (the "Code") Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. Rule 19.11 disclosure (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)