Ishs $ Sd Corp Share News (SDIG)

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the SDI website: www.sdigroup.com. Forward-looking Statements This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements' concerning FSU Investments and SDI. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore they are not guarantees of future performance and undue reliance should not be placed on such statements which speak only as at the date of this announcement. No forward-looking statements have been reviewed by auditors of FSU Investments or SDI. FSU Investments and SDI assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law. However, all subsequent oral or written forward looking statements attributable to FSU Investments or SDI or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Profit Forecasts Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per SDI Share for the current or future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per SDI Share. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Announcement for Immediate Release RECOMMENDED CASH OFFER by FSU Investments Limited for SDI Group plc 1. Introduction The Directors of FSU Investments Limited ("FSU Investments")and the Independent Directors of SDI Group plc ("SDI") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by FSU Investments for the entire issued and to be issued share capital of SDI, other than any shares held, or which become held, in treasury by SDI. FSU Investments is a newly-incorporated company which has been formed for the purpose of making the Offer. FSU Investments will, on completion of the Offer, be owned by the Management Team. 2. The Offer Cash Consideration The Offer, which will be subject to the terms and conditions set out below and 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, will be made by FSU Investments on the following basis: for each SDI Share 2.6 pence in cash In addition, subject to the Offer becoming or being declared unconditional in all respects, each SDI Shareholder who validly accepts the Offer will be entitled to receive additional contingent consideration which, if paid, will not exceed 0.8 pence per SDI Share (being the Contingent Consideration further described below). In additional contingent consideration which, if paid, will not exceed 0.8 pence per SDI Share ("Contingent Consideration"). The payment of the Contingent Consideration is dependent upon, amongst other things, 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 Contingent Consideration will, if paid, only be paid to those Shareholders who accept the Offer. Accordingly, the greater the number of Shareholders who accept the Offer, the lower the amount per SDI Share that such Shareholders may receive as Contingent Consideration. At the current time and based on current exchange rates, in the event that all Shareholders (other than the members of the Management Team who have each waived their entitlement to receive the Contingent Consideration and those SDI Shareholders who have given irrevocable undertakings not to accept the Offer) accept the Offer, the amount of Contingent Consideration that may be payable would equate to 0.72 pence per SDI Share. Further information on the Contingent Consideration is set out in more detail below. The Cash Consideration (for the avoidance of doubt excluding the Contingent Consideration) represents a premium of 30.0 per cent. to the Closing Price of 2.0 pence per SDI Share on 15 July 2010, the business day prior to this announcement. The Cash Consideration (for the avoidance of doubt excluding the Contingent Consideration) represents a discount of approximately 23.0 per cent. to the Closing Price of 3.375 pence per SDI Share on 7 May 2010, the last business day prior to the commencement of the Offer Period. The Offer (excluding the Contingent Consideration) values the existing issued share capital of SDI at approximately GBP2.8m. The Offer will extend to all SDI Shares unconditionally allotted or issued after the date of this announcement and before the date the Offer closes (or such earlier date as FSU Investments may, in accordance with the terms and conditions of the Offer, decide). The Offer will be conditional, inter alia, upon the approval by Independent Shareholders of the Resolution at the General Meeting as described in paragraph 7 below. Details of the conditions to the Offer and certain further terms of the Offer are set out below and in Appendix A to this announcement. The SDI Shares will be acquired by FSU Investments fully paid and free from all liens, equitable interests, charges, mortgages, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including all voting rights and the right to receive and retain in full all dividends and other distributions (if any) accrued, announced, declared, made or paid on or after the date of this announcement. Contingent Consideration SDI has Bonded Cash currently used as security against overdraft[s] for the German businesses carried on by PEP. FSU Investments has agreed that, subject to the Offer becoming or being declared unconditional in all respects, it will procure first the making of an application by SDI to AIM for the cancellation of the admission of the SDI Shares to trading on AIM (as is set out in more detail in paragraph 14 below) and re-registration of SDI as a private company, and second that such released and repaid Bonded Cash will be advanced to FSU Investments by means of an intra-group loan, which FSU Investments will in turn use to pay the Contingent Consideration to those SDI Shareholders who validly accept the Offer, other than the Management Team who have waived their entitlement to receive such consideration. SDI Shareholders should note the following about the Contingent Consideration: · the Contingent Consideration will be calculated as set out in Part III of Appendix A to this document; · each of the Management Team has given FSU Investments irrevocable undertakings (as set out in paragraph 4 below) to waive any right that they might have to the Contingent Consideration; · the Contingent Consideration, if paid, will not exceed 0.8 pence per SDI Share however at this time, the amount of the repayment, if any, is uncertain and therefore the value to be ascribed to the Contingent Consideration cannot be quantified at this time; · the payment of the Contingent Consideration is dependent upon, amongst other things, the release of certain bonded cash that is the property of a member of the SDI Group, the EUR:GBP exchange rate at the time when the Bonded Cash is released and the number of accepting shareholders eligible to receive the Contingent Consideration. The Contingent Consideration will, if paid, only be paid to those Shareholders who accept the Offer. Accordingly, the greater the number of Shareholders who accept the Offer, the lower the amount per SDI Share that such Shareholders may receive as Contingent Consideration. At the current time and based on current exchange rates, in the event that all Shareholders (other than the members of the Management Team who have each waived their entitlement to receive the Contingent Consideration and those SDI Shareholders who have given irrevocable undertakings not to accept the Offer) accept the Offer, the maximum amount of Contingent Consideration payable would equate to 0.72 pence per SDI Share; · the timing of the payment of the Contingent Consideration, if any, cannot be ascertained at this time, however the SDI Board of Directors do not expect the Bonded Cash to be released before 31 March 2011; · while FSU Investments is not aware of any reason why the Contingent Consideration should not be paid in accordance with the terms of this announcement, Shareholders should note that the Contingent Consideration shall (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)